As filed with the Securities and Exchange Commission on January 31, 2024

Registration Statement No. 333-275522​

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 3 to

Form S-4

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

CONCORD ACQUISITION CORP III

(Exact Name of Registrant as Specified in Its Charter)*

Delaware (Jurisdiction of Incorporation or
Organization) 6770 Primary Standard Industrial
Classification Code Number) 86-2171699 (I.R.S. Employer
Identification Number)

477 Madison Avenue, 22nd Floor
New York, New York 10022
(212) 883-4330

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Jeff Tuder
Chief Executive Officer
Concord Acquisition Corp III
477 Madison Avenue, 22nd Floor
New York, New York 10022
(212) 883-4330

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Alan I. Annex
Jason T. Simon
Greenberg Traurig, LLP
1750 Tysons Boulevard
Suite 1000
McLean, VA 22102
(703) 749-1386 Albert Lung, Esq.
Morgan, Lewis & Bockius LLP
1400 Page Mill Road
Palo Alto, CA 94304
(650) 843-4000

Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective and on completion of the business combination described in the enclosed proxy statement/prospectus.

If the securities being registered on this Form are to be offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box. ☐

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐	Non-accelerated filer ☒	Smaller reporting company ☒
​	​	​	Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided to Section 7(a)(2)(B) of the Securities Act. ☐

If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer) ☐

Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer) ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, or until this Registration Statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

*

Upon the closing of the business combination referred to in the proxy statement/prospectus within this registration statement, the name of the registrant is expected to change to GCT Semiconductor Holding, Inc.

The information in this preliminary proxy statement/prospectus is not complete and may be changed. The securities described herein may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is declared effective. This preliminary proxy statement/prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

PRELIMINARY PROXY STATEMENT/PROSPECTUS
SUBJECT TO COMPLETION, DATED JANUARY 31, 2024

PROXY STATEMENT FOR THE SPECIAL MEETING OF

CONCORD ACQUISITION CORP III

PROSPECTUS FOR
54,860,842 SHARES OF CLASS A COMMON STOCK
OF CONCORD ACQUISITION CORP III
(WHICH WILL BE RENAMED GCT SEMICONDUCTOR HOLDING, INC.)

Dear Concord Acquisition Corp III Stockholders:

On November 2, 2023, Concord Acquisition Corp III, a Delaware corporation (“Concord III”), Gibraltar Merger Sub Inc., a Delaware corporation and newly formed, wholly-owned direct subsidiary of Concord III (“Merger Sub”), and GCT Semiconductor, Inc., a Delaware corporation (“GCT”), entered into a Business Combination Agreement (as it may be amended and/or restated from time to time, the “Business Combination Agreement”). If the Business Combination Agreement and the transactions contemplated thereby are adopted and approved by GCT’s stockholders and Concord III’s stockholders, and the business combination is subsequently completed, Merger Sub will merge with and into GCT, with GCT surviving the merger and becoming a wholly-owned direct subsidiary of Concord III (the “Merger,” and collectively with the other transactions described in the Business Combination Agreement, the “Business Combination”). In connection with the consummation of the Business Combination (the “Closing”), it is expected that Concord III will change its name to GCT Semiconductor Holding, Inc. and is referred to herein as “New GCT” as of the time following such change of name.

At the Closing, each share of common stock of GCT (“GCT Common Stock”) that is issued and outstanding immediately prior to the effective time of the Merger (other than Dissenting Shares, as defined in the Business Combination Agreement) will be cancelled and converted into the right to receive shares of common stock of New GCT, par value $0.0001 per share (“New GCT Common Stock”). Each option and warrant to purchase GCT Common Stock, whether or not exercisable and whether or not vested, will automatically be converted into an option or warrant, as applicable, to purchase a number of shares of New GCT Common Stock, and each award of restricted stock units relating to a share of GCT Common Stock granted under GCT’s existing equity plans will automatically be converted into an award of restricted stock units or shares of New GCT Common Stock.

The aggregate equity consideration to be paid to GCT’s stockholders and other equity holders in the Business Combination (the “Aggregate Transaction Consideration”) will be equal to the quotient of (i) the Company Value (as defined below) divided by (ii) $10.00. Immediately prior to the Closing, all of the outstanding principal and accrued interest under the outstanding promissory notes issued by GCT that can be converted into shares of GCT Common Stock will be so converted in accordance with their terms. The “Company Value” means $350 million, minus the amount of indebtedness of GCT immediately prior to the Closing, plus the amount of GCT’s cash and cash equivalents immediately prior to the Closing, plus the aggregate exercise price of all “in-the-money” warrants of GCT outstanding immediately prior to the Closing.

Following the Closing, New GCT will issue up to an aggregate of 20,000,000 additional shares of New GCT Common Stock (the “Earnout Shares”) to the stockholders of GCT as of immediately prior to the Closing and the Financing Investors (as defined below) if the volume weighted average price of the shares of New GCT Common Stock equals or exceeds certain minimum share prices at any time during the period starting 60 days following the Closing and expiring on the fifth anniversary of the Closing (the “Earnout Period”). Such shares will also become issuable under certain circumstances if a “change in control” of New GCT occurs prior to the applicable earnout expiration date and the price per share in the change in control equals or exceeds the applicable price target.

Based on the number of shares of GCT Common Stock outstanding, the number of outstanding options and warrants of GCT, and the number of outstanding awards of restricted stock units relating to shares of GCT Common Stock granted under GCT’s existing equity plans, in each case as of January 30, 2024, the total number of shares of New GCT’s common stock expected to be issued in connection with the Business Combination is approximately 54,860,842, and holders of shares of GCT Common Stock as of immediately prior to the Closing are expected to hold, in the aggregate, approximately 68.7% of the issued and outstanding shares of New GCT’s common stock immediately following the Closing, assuming no exercise of conversion rights by Concord III’s public stockholders. Concord III’s units, Class A common stock and warrants are currently listed on the New York Stock Exchange, under the symbols “CNDB.U,” “CNDB,” and “CNDB.WS,” respectively. Concord III intends to apply to continue the listing of the shares of common stock and warrants of New GCT on the New York Stock Exchange (“NYSE”) under the symbols “GCTS” and “GCTSW”, respectively, upon the Closing. New GCT will not have units traded following the Closing, at which time each unit not previously separated will separate into its component securities.

See the section entitled “The Business Combination Agreement” on page 96 of the attached proxy statement/prospectus for further information on the consideration being paid to the stockholders of GCT in the Business Combination.

Concurrently with the execution of the Business Combination Agreement, certain investors (the “PIPE Investors”) entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors have committed to purchase in a private placement an aggregate of 4,484,854 shares of New GCT Common Stock (the “PIPE Shares”) at a purchase price of $6.67 per share and an aggregate purchase price of approximately $29.9 million (the “PIPE Investment”). The purchase of the PIPE Shares is conditioned upon, among other things, the consummation of the Business Combination and will be consummated immediately prior to or substantially concurrently with the Closing. In addition, in connection with the execution of the Business Combination Agreement, GCT issued convertible promissory notes to certain investors (the “CVT Investors” and, collectively with the PIPE Investors, the “Financing Investors”), pursuant to which GCT borrowed an aggregate principal amount of $18.3 million (the “Note Financing” and, together with the PIPE Investment, the “Financings”), which notes will convert into shares of New GCT Common Stock at a conversion price of $6.67 per share concurrently with the Closing. See “Certain Agreements Related to the Business Combination — PIPE Subscription Agreements; Convertible Note Financing.”

Concord III is holding a special meeting in lieu of an annual meeting of its stockholders in order to obtain the stockholder approvals necessary to complete the Business Combination. At the Concord III special meeting of stockholders, which will be held in person on February 27, 2024, at 11:00 a.m., Eastern Time, at the offices of Greenberg Traurig, LLP, located at 1750 Tysons Boulevard, Suite 1000, McLean, VA 22102, unless postponed or adjourned to a later date, Concord III will ask its stockholders to adopt the Business Combination Agreement, thereby approving the Business Combination and approve the other proposals described in this proxy statement/prospectus.

As described in this proxy statement/prospectus, certain stockholders of GCT are parties to a stockholder support agreement with Concord III whereby such stockholders agreed to vote all of their shares of GCT Common Stock in favor of approving the Business Combination Agreement and the Business Combination.

After careful consideration, Concord III’s board of directors has unanimously approved the Business Combination Agreement and the Business Combination, and the other proposals described in this proxy statement/prospectus, and Concord III’s board of directors has determined that it is advisable to consummate the Business Combination. Concord III’s board of directors recommends that its stockholders vote “FOR” the proposals described in this proxy statement/prospectus.

More information about Concord III, GCT and the Business Combination is contained in this proxy statement/prospectus. Concord III and GCT urge you to read the accompanying proxy statement/​prospectus, including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. IN PARTICULAR, YOU SHOULD CAREFULLY CONSIDER THE MATTERS DISCUSSED UNDER “RISK FACTORS” BEGINNING ON PAGE 20 OF THIS PROXY STATEMENT/​PROSPECTUS.

On behalf of our board of directors, I thank you for your support and look forward to the successful completion of the Business Combination.

           , 2024 Sincerely,
Bob Diamond
Chairman of the Board of Directors

This proxy statement/prospectus is dated            , 2024 and is first being mailed to the stockholders of Concord III on or about that date.

NEITHER THE U.S. SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES REGULATORY AGENCY HAS APPROVED OR DISAPPROVED THE TRANSACTIONS DESCRIBED IN THIS PROXY STATEMENT/PROSPECTUS OR ANY OF THE SECURITIES TO BE ISSUED IN THE BUSINESS COMBINATION, PASSED UPON THE MERITS OR FAIRNESS OF THE BUSINESS COMBINATION OR RELATED TRANSACTIONS OR PASSED UPON THE ADEQUACY OR ACCURACY OF THE DISCLOSURE IN THIS PROXY STATEMENT/​PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY CONSTITUTES A CRIMINAL OFFENSE.

CONCORD ACQUISITION CORP III
477 Madison Avenue, 22nd Floor
New York, New York 10022

NOTICE OF SPECIAL MEETING IN LIEU OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON FEBRUARY 27, 2024

To the Stockholders of Concord Acquisition Corp III:

NOTICE IS HEREBY GIVEN that a special meeting in lieu of an annual meeting of stockholders (the “special meeting”) of Concord Acquisition Corp III, a Delaware corporation (“Concord III,” “we,” “our” or “us”), which will be held on at 11:00 a.m., Eastern Time, on February 27, 2024, at the offices of Greenberg Traurig, LLP, located at 1750 Tysons Boulevard, Suite 1000, McLean, VA 22102.

You are cordially invited to attend the special meeting, which will be held for the following purposes:

1.

Proposal No. 1 — The “Business Combination Proposal” — to consider and vote on a proposal to approve and adopt the Business Combination Agreement, dated as of November 2, 2023 (as it may be amended and/or restated from time to time, the “Business Combination Agreement”), by and among Concord III, GCT Semiconductor, Inc. (“GCT”) and Gibraltar Merger Sub Inc. (“Merger Sub”), and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into GCT, with GCT surviving the merger and becoming a wholly-owned direct subsidiary of Concord III (collectively with the other transactions described in the Business Combination Agreement, the “Business Combination”);

2.

Proposal No. 2 — The “Charter Amendment Proposal” — to consider and vote on a proposal to adopt the proposed second amended and restated certificate of incorporation of Concord III (the “Proposed Certificate of Incorporation”) attached as Annex B to the proxy statement/​prospectus;

3.

Proposal Nos. 3A-3E — The “Governance Proposals” — to consider and vote on, on a non-binding advisory basis, five separate governance proposals relating to the following material differences between Concord III’s current amended and restated certificate of incorporation and the proposed second amended and restated certificate of incorporation (collectively, the “Governance Proposals”):

(a)

change the name of Concord III to “GCT Semiconductor Holding, Inc.” from the current name of “Concord Acquisition Corp III” and remove certain provisions related to Concord III’s status as a special purpose acquisition company that will no longer be relevant following the closing of the Business Combination (the “Closing”) (Proposal No. 3A);

(b)

increase the number of shares of (i) common stock Concord III is authorized to issue from 220,000,000 shares to 400,000,000 shares and (ii) preferred stock Concord III is authorized to issue from 20,000,000 shares to 40,000,000 shares (Proposal No. 3B);

(c)

require the vote of at least two-thirds of the voting power of the outstanding shares of capital stock, rather than a simple majority, to remove a director from office (Proposal No. 3C);

(d)

require that special meetings of stockholders may only be called by or at the direction of the board of directors pursuant to a resolution adopted by a majority of the total number of directors, subject to any special rights of the holders of preferred stock (Proposal No. 3D); and

(e)

modify the forum selection provision to designate the U.S. federal district courts as the exclusive forum for claims arising under the Securities Act rather than providing for concurrent jurisdiction in the Court of Chancery and the federal district court for the District of Delaware for claims arising under the Securities Act (Proposal No. 3E).

4.

Proposal No. 4 — The “Election of Directors Proposal” — to consider and vote on a proposal to elect, effective at Closing, seven directors to serve staggered terms on our board of directors until the

2025, 2026 and 2027 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified;

5.

Proposal No. 5 — The “Incentive Award Plan Proposal” — to consider and vote on a proposal to approve and adopt the incentive award plan established to be effective after the Closing of the Business Combination;

6.

Proposal No. 6 — The “Employee Stock Purchase Plan Proposal” — to consider and vote on a proposal to approve and adopt the 2024 Employee Stock Purchase Plan established to be effective after the Closing;

6.

Proposal No. 7 — The “NYSE Proposal” — to consider and vote on a proposal to issue New GCT Common Stock to (i) the holders of GCT Common Stock (the “GCT Stockholders”) in the Merger pursuant to the Business Combination Agreement, (ii) the PIPE Investors pursuant to the PIPE Subscription Agreements and (iii) the CVT Investors pursuant to the Note Financing; and

7.

Proposal No. 8 — The “Adjournment Proposal” — to consider and vote on a proposal 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 one or more proposals presented to stockholders for vote.

Your attention is directed to the proxy statement/prospectus accompanying this notice (including the financial statements and annexes attached thereto) for a more complete description of the proposed Business Combination and related transactions and each of our proposals. We encourage you to read this proxy statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call our proxy solicitor, Morrow Sodali LLC, at (800) 662-5200; banks and brokers can call collect at (203) 658-9400.

All Concord III stockholders are cordially invited to attend the special meeting in person at the offices of Greenberg Traurig, LLP, located at 1750 Tysons Boulevard, Suite 1000, McLean, VA 22102, on February 27, 2024 at 11:00 a.m., Eastern Time. Concord III stockholders may attend, vote and examine the list of Concord III stockholders entitled to vote at the special meeting by visiting    and entering the control number found on their proxy card, voting instruction form or notice included in their proxy materials. The special meeting will be held in in-person meeting format only. You will not be able to attend the special meeting physically. To ensure your representation at the special meeting, you are urged to complete, sign, date and return the enclosed proxy card as soon as possible. If your shares are held in an account at a brokerage firm or bank, you must instruct your broker or bank on how to vote your shares.

Your vote is important regardless of the number of shares you own. Whether you plan to attend the special meeting or not, please sign, date and return the enclosed proxy card as soon as possible in the envelope provided. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker to ensure that votes related to the shares you beneficially own are properly counted.

Thank you for your participation. We look forward to your continued support.

​	By Order of the Board of Directors,
​	Bob Diamond
, 2024	Chairman of the Board of Directors

If you return your signed proxy without an indication of how you wish to vote, your shares will be voted in favor of each of the proposals.

All holders (the “Public Stockholders”) of shares of Concord III common stock (“Concord III Common Stock”) issued in Concord III’s initial public offering (the “Public Shares”) have the right to have their Public Shares converted into cash in connection with the proposed Business Combination. Public Stockholders are not required to affirmatively vote for or against the Business Combination Proposal, to vote on the Business Combination Proposal at all, or to be holders of record on the record date in order to have their shares converted

into cash. This means that any Public Stockholder holding Public Shares may exercise redemption rights regardless of whether they are even entitled to vote on the Business Combination Proposal.

To exercise redemption rights, holders must tender their stock to Continental Stock Transfer & Trust Company, Concord III’s transfer agent, no later than two (2) business days prior to the special meeting. You may tender your stock by either delivering your stock certificate to the transfer agent or by delivering your shares electronically using the Depository Trust Company’s Deposit Withdrawal at Custodian System. If the Business Combination is not completed, then these shares will not be converted into cash. If you hold the shares in street name, you will need to instruct your bank or broker to withdraw the shares from your account in order to exercise your redemption rights. See “Special Meeting of Concord III Stockholders — Redemption Rights” for more specific instructions.

TABLE OF CONTENTS

​	Page
ABOUT THIS PROXY STATEMENT/PROSPECTUS	​	iii
FREQUENTLY USED TERMS	​	iv
QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION	​	vii
SUMMARY OF THE PROXY STATEMENT/PROSPECTUS	​	1
SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	​	14
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS AND RISK FACTOR SUMMARY	​	18
RISK FACTORS	​	20
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION	​	70
THE SPECIAL MEETING OF CONCORD III STOCKHOLDERS	​	89
PROPOSALS TO BE CONSIDERED BY CONCORD III’S STOCKHOLDERS PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL	​	96
THE BUSINESS COMBINATION AGREEMENT	​	107
CERTAIN AGREEMENTS RELATED TO THE BUSINESS COMBINATION	​	112
MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS OF THE CONVERSION RIGHTS AND THE BUSINESS COMBINATION	​	115
PROPOSAL NO. 2 — THE CHARTER AMENDMENT PROPOSAL	​	124
PROPOSAL NOS. 3A-3E — THE GOVERNANCE PROPOSALS	​	130
PROPOSAL NO. 4 — THE ELECTION OF DIRECTORS PROPOSAL	​	132
PROPOSAL NO. 5 — THE INCENTIVE AWARD PLAN PROPOSAL	​	133
PROPOSAL NO. 6 — THE EMPLOYEE STOCK PURCHASE PLAN PROPOSAL	​	142
PROPOSAL NO. 7 — THE NYSE PROPOSAL	​	147
PROPOSAL NO. 8 — THE ADJOURNMENT PROPOSAL	​	148
INFORMATION ABOUT GCT	​	149
GCT’S EXECUTIVE AND DIRECTOR COMPENSATION	​	164
GCT MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	​	168
CERTAIN GCT RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	​	184
COMPARISON OF CONCORD III STOCKHOLDERS’ RIGHTS	​	186
INFORMATION ABOUT CONCORD III	​	197
CONCORD III MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	​	206
CERTAIN CONCORD III RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	​	213
MANAGEMENT OF NEW GCT FOLLOWING THE BUSINESS COMBINATION	​	218
DESCRIPTION OF NEW GCT’S SECURITIES	​	225
SHARES ELIGIBLE FOR FUTURE SALE	​	232
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF CONCORD III	​	234
MARKET PRICE AND DIVIDEND INFORMATION	​	238
ADDITIONAL INFORMATION	​	239
WHERE YOU CAN FIND MORE INFORMATION	​	240
INDEX TO FINANCIAL STATEMENTS	​	F-1

i

​	Page
ANNEX A — BUSINESS COMBINATION AGREEMENT	​	A-1
ANNEX B — PROPOSED SECOND AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CONCORD III	​	B-1
ANNEX C — AMENDED AND RESTATED BYLAWS OF CONCORD III	​	C-1
ANNEX D — NEW GCT 2024 INCENTIVE AWARD PLAN	​	D-1
ANNEX E — NEW GCT 2024 EMPLOYEE STOCK PURCHASE PLAN	​	E-1
ANNEX F — STOCKHOLDER SUPPORT AGREEMENT	​	F-1
ANNEX G — SPONSOR SUPPORT AGREEMENT	​	G-1
ANNEX H — FORM OF REGISTRATION RIGHTS AGREEMENT	​	H-1
ANNEX I — FORM OF LOCK-UP AGREEMENT	​	I-1

ii

ABOUT THIS PROXY STATEMENT/PROSPECTUS

This document, which forms part of a registration statement on Form S-4 filed with the SEC, by Concord III (File No. 333-275522) (the “Registration Statement”), constitutes a prospectus of Concord III under Section 5 of the Securities Act, with respect to the shares of New GCT Common Stock to be issued if the Business Combination described below is consummated. This document also constitutes a notice of meeting and a proxy statement under Section 14(a) of the Exchange Act with respect to the special meeting in lieu of an annual meeting of Concord III stockholders at which Concord III stockholders will be asked to consider and vote on a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters.

iii

FREQUENTLY USED TERMS

In this document:

“2024 Employee Stock Purchase Plan” means the GCT Semiconductor Holding, Inc. 2024 Employee Stock Purchase Plan, a copy of which is attached to this proxy statement/prospectus as Annex E.

“2024 Incentive Award Plan” means the GCT Semiconductor Holding, Inc. 2024 Omnibus Incentive Compensation Plan, a copy of which is attached to this proxy statement/prospectus as Annex D.

“Aggregate Transaction Consideration” means the aggregate equity consideration to be paid to GCT’s stockholders and other equity holders in the Business Combination, which will be equal to the quotient of (i) the Company Value divided by (ii) $10.00.

“broker non-vote” means the failure of a Concord III stockholder, who holds his, her or its shares in “street name” through a broker or other nominee, to give voting instructions to such broker or other nominee.

“Business Combination” means the transactions contemplated by the Business Combination Agreement.

“Business Combination Agreement” means the Business Combination Agreement, dated as of November 2, 2023, as it may be amended and/or restated from time to time, by and among Concord III, GCT and Merger Sub.

“CA2” means CA2 Co-Investment LLC.

“Closing” means the consummation of the Business Combination.

“Closing Date” means the date on which the Closing occurs.

“Code” means the Internal Revenue Code of 1986, as amended.

“Company Value” means $350 million, minus the amount of indebtedness of GCT immediately prior to the Closing, plus the amount of GCT’s cash and cash equivalents immediately prior to the Closing, plus the aggregate exercise price of all “in-the-money” warrants of GCT outstanding immediately prior to the Closing.

“Concord III” means Concord Acquisition Corp III, a Delaware corporation.

“Concord III Class A Common Stock” means Concord III’s Class A common stock, par value $0.0001 per share.

“Concord III Class B Common Stock” means Concord III’s Class B common stock, par value $0.0001 per share.

“Concord III Common Stock” means Concord III Class A Common Stock and Concord III Class B Common Stock.

“Concord III Unit” means one share of Concord III Common Stock and one-half of one Concord III Warrant.

“Concord III Warrant Agreement” means the warrant agreement, dated as of November 3, 2021, by and between Concord III and Continental Stock Transfer & Trust Company, governing Concord III’s outstanding warrants.

“Concord III Warrants” means warrants to purchase shares of Concord III Common Stock as contemplated under the Concord III Warrant Agreement, with each whole warrant exercisable for one share of Concord III Common Stock at an exercise price of $11.50 per whole share.

“CVT Investors” means investors who purchased convertible promissory notes in the Note Financing.

“DGCL” means the Delaware General Corporation Law.

“Earnout Period” means the period starting 60 days following the Closing and expiring on the fifth anniversary of the Closing.

iv

“Earnout Shares” means the aggregate of up to 20,000,000 additional shares of New GCT Common Stock to be issued to GCT Stockholders as of immediately prior to the Closing and the Financing Investors if the volume weighted average price of the shares of New GCT Common Stock equals or exceeds certain minimum share prices at any time during the Earnout Period.

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended.

“FDA” means the U.S. Food and Drug Administration.

“Financing Investors” means the CVT Investors and the PIPE Investors.

“Financings” means the PIPE Investment and the Note Financing.

“Founder Shares” means the shares of Concord III Class B Common Stock initially purchased by the Sponsor in a private placement in March 2021, and any shares of Concord III Class A Common Stock that were issued upon the conversion thereof pursuant to the amended and restated certificate of incorporation of Concord III, as amended.

“GAAP” means United States generally accepted accounting principles.

“GCT” means GCT Semiconductor, Inc., a Delaware corporation.

“GCT Board” means the board of directors of GCT.

“GCT Common Stock” means GCT’s common stock, par value $0.001 per share.

“GCT Options” means all outstanding options to purchase shares of GCT Common Stock, whether or not exercisable and whether or not vested, immediately prior to the Closing.

“GCT Stockholders” means the holders of GCT Common Stock.

“GCT Warrants” means all outstanding warrants underlying shares of GCT Common Stock immediately prior to the Closing.

“Investment Company Act” means the Investment Company Act of 1940, as amended.

“IPO” means Concord III’s initial public offering of units, consummated on November 8, 2021.

“JOBS Act” means the Jumpstart Our Business Startups Act of 2012, as amended.

“Lock-Up Agreement” means the lock-up agreement to be entered into in connection with the Closing among New GCT and certain stockholders of GCT.

“Merger” means the merging of Merger Sub with and into GCT, with GCT surviving the Merger as a wholly-owned subsidiary of Concord III.

“Merger Sub” means Gibraltar Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of Concord III.

“Merger Sub Common Stock” means Merger Sub’s common stock, par value $0.01 per share.

“New GCT” means Concord III, to be renamed GCT Semiconductor Holding, Inc., from and after the Closing.

“New GCT Common Stock” means the common stock of New GCT, par value $0.0001 per share, to be issued upon the Closing.

“Note Financing” means the aggregate principal amount of $18.3 million under the convertible promissory notes issued by GCT to CVT Investors.

“NYSE” means the New York Stock Exchange.

“PCAOB” means the Public Company Accounting Oversight Board.

v

“PCAOB Audited Financials” means the audited consolidated balance sheets of GCT as of December 31, 2021 and 2022, and the related audited consolidated statements of operations, redeemable convertible preferred stock and stockholders’ deficit and cash flows of GCT for each of the two years in the period ended December 31, 2022, each audited in accordance with the auditing standards of the PCAOB and auditing standards generally accepted in the United States of America and included in this proxy statement/prospectus.

“PIPE Investment” means the sale of PIPE Shares to the PIPE Investors, for a purchase price of $6.67 per share in a private placement.

“PIPE Investors” means purchasers that purchased the PIPE Shares.

“PIPE Shares” means an aggregate of 4,484,854 shares of New GCT Common Stock to be issued to PIPE Investors in the PIPE, for an aggregate purchase price of approximately $29.9 million.

“Private Warrants” means the warrants to purchase shares of Concord III Common Stock purchased in a private placement in connection with the IPO .

“prospectus” means the prospectus included in the Registration Statement on Form S-4 (Registration No. 333-275522) filed with the SEC.

“Public Shares” means shares of Concord III Common Stock issued in the IPO.

“Public Stockholders” means the holders of Public Shares.

“Public Warrants” means the warrants included in the units sold in the IPO, each of which is exercisable for one share of Concord III Class A Common Stock, in accordance with its terms.

“Registration Rights Agreement” means the registration rights agreement to be entered into in connection with the Closing by Concord III, New GCT, certain stockholders of GCT, the Sponsor and certain Concord III stockholders.

“SEC” means the U.S. Securities and Exchange Commission.

“Securities Act” means the U.S. Securities Act of 1933, as amended.

“special meeting” means the special meeting in lieu of an annual meeting of the stockholders of Concord III that is the subject of this proxy statement/prospectus.

“Sponsor” means Concord Sponsor Group III LLC, a Delaware limited liability company.

"Sponsor Earnout Shares” means the aggregate of up to 1,920,375 shares of New GCT Common Stock to be held by the Sponsors at the Closing which will be unvested and subject to forfeiture as of the Closing and will only vest if the volume weighted average price of the shares of New GCT Common Stock equals or exceeds certain minimum share prices at any time during the period starting six months following the Closing and expiring on the fifth anniversary of the Closing.

“Sponsors” means Sponsor and CA2.

“Sponsor Support Agreement” means the Sponsor Support Agreement, dated as of November 2, 2023, by and among Concord III, GCT, CA2 and the Sponsor.

“Stockholder Support Agreement” means the Stockholder Support Agreement, dated as of November 2, 2023, by and among Concord III and certain stockholders of GCT.

“Surviving Corporation” means the entity surviving the Merger as a wholly-owned subsidiary of Concord III.

“Trust Account” means the trust account that holds a portion of the proceeds of the IPO and the concurrent sale of the Private Warrants.

vi

QUESTIONS AND ANSWERS ABOUT THE BUSINESS COMBINATION

The following questions and answers briefly address some commonly asked questions about the proposals to be presented at the special meeting of Concord III stockholders, including with respect to the proposed Business Combination. The following questions and answers may not include all the information that is important to Concord III stockholders. Stockholders are urged to read carefully this entire proxy statement/prospectus, including the financial statements and annexes attached hereto and the other documents referred to herein.

Questions and Answers About the Special Meeting of Concord III’s Stockholders and the Related Proposals

Q.

Why am I receiving this proxy statement/prospectus?

A.

Concord III has entered into the Business Combination Agreement with Merger Sub and GCT, pursuant to which Merger Sub will be merged with and into GCT, with GCT surviving the Merger as a wholly-owned direct subsidiary of Concord III. A copy of the Business Combination Agreement is attached to this proxy statement/prospectus as Annex A.

At the Closing, each share of common stock of GCT that is issued and outstanding immediately prior to the effective time of the Merger (other than Dissenting Shares, as defined in the Business Combination Agreement) will be cancelled and converted into the right to receive shares of New GCT Common Stock. Each option and warrant to purchase GCT Common Stock, whether or not exercisable and whether or not vested, will automatically be converted into an option or warrant, as applicable, to purchase a number of shares of New GCT Common Stock, and each award of restricted stock units relating to a share of GCT Common Stock granted under GCT’s existing equity plans will automatically be converted into an award of restricted stock units or shares of New GCT Common Stock. See “Summary of the Proxy statement/Prospectus — Ownership of New GCT After the Closing” and “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Concord III stockholders are being asked to consider and vote on the Business Combination Proposal to approve the adoption of the Business Combination Agreement and approve the Business Combination, among other proposals.

Concord III’s Class A common stock, par value $0.0001 per share (“Concord III Class A Common Stock), public warrants (“Public Warrants”) and units (“Concord III Units”) are currently listed on the NYSE under the symbols “CNDB,” “CNDB.WS” and “CNDB.U,” respectively. Concord III intends to apply to continue the listing of the New GCT Common Stock and warrants of New GCT (“New GCT Warrants”) on the NYSE under the symbols “GCTS” and “GCTSW,” respectively, upon the Closing. All outstanding Concord III Units will be separated into their component securities immediately prior to the Closing. Accordingly, New GCT will not have any units following consummation of the Business Combination, and therefore there will be no NYSE listing of the Concord III Units following the consummation of the Business Combination.

This proxy statement/prospectus and its annexes contain important information about the proposed Business Combination and the proposals to be acted upon at the special meeting. You should read this proxy statement/prospectus and its annexes carefully and in their entirety. This document also constitutes a prospectus of Concord III with respect to the New GCT Common Stock issuable in connection with the Business Combination.

Q.

What matters will stockholders consider at the special meeting?

A.

At the Concord III special meeting of stockholders, Concord III will ask its stockholders to vote in favor of the following proposals (the “Concord III Proposals”):

•

The Business Combination Proposal — a proposal to approve and adopt the Business Combination Agreement and the Business Combination.

•

The Charter Amendment Proposal — a proposal to adopt the proposed second amended and restated certificate of incorporation of Concord III attached as Annex B to this proxy statement/​prospectus.

vii

•

The Governance Proposals — to approve, on a non-binding advisory basis, separate governance proposals relating to certain material differences between Concord III’s current amended and restated certificate of incorporation and the proposed second amended and restated certificate of incorporation.

•

The Election of Directors Proposal — a proposal to elect the directors comprising the board of directors of Concord III following the Closing.

•

The Incentive Award Plan Proposal — a proposal to approve and adopt the incentive award plan established to be effective after the Closing.

•

The Employee Stock Purchase Plan Proposal — a proposal to approve and adopt the employee stock purchase plan established to be effective after the Closing.

•

The NYSE Proposal — a proposal to issue New GCT Common Stock to (i) the GCT stockholders in the Merger pursuant to the Business Combination Agreement, (ii) the PIPE Investors pursuant to the PIPE Subscription Agreements and (iii) the CVT Investors pursuant to the Note Financing.

•

The Adjournment Proposal — a proposal 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 one or more proposals presented to stockholders for vote.

Q.

Are any of the proposals conditioned on one another?

A.

The Charter Amendment Proposal, Election of Directors Proposal, Incentive Award Plan Proposal, Employee Stock Purchase Plan Proposal and NYSE Proposal are all conditioned on the approval of the Business Combination Proposal. The Governance Proposals and the Adjournment Proposal are not conditioned on, and therefore do not require the approval of, the Business Combination Proposal and Business Combination to be effective. It is important for you to note that in the event that any of the Business Combination Proposal, Charter Amendment Proposal, Incentive Award Plan Proposal, Employee Stock Purchase Plan Proposal or NYSE Proposal is not approved, then Concord III will not consummate the Business Combination. The Business Combination is not conditioned on the approval of the Election of Directors Proposal. If Concord III does not consummate the Business Combination and fails to complete an initial business combination by August 8, 2024 or obtain the approval of Concord III stockholders to extend the deadline for Concord III to consummate an initial business combination, then Concord III will be required to dissolve and liquidate.

Q.

What will happen upon the consummation of the Business Combination?

A.

On the Closing Date, Merger Sub will merge into GCT, whereupon Merger Sub will cease to exist and GCT will continue as the Surviving Corporation and become a direct wholly-owned subsidiary of Concord III. The Merger will have the effects specified under Delaware law. The Aggregate Transaction Consideration to be paid in the Business Combination will be equal to the quotient of (i) the Company Value divided by (ii) $10.00.

Q.

Why is Concord III proposing the Business Combination Proposal?

A.

Concord III was organized for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. Concord III is not limited to any particular industry or sector.

Concord III received $351,900,000 from its initial public offering (the “IPO”) (including net proceeds from the exercise by the underwriters of their over-allotment option), sale of the private warrants (the “Private Warrants”) and the promissory notes (the “Sponsor Loans”) executed with Concord Sponsor Group III LLC (the “Sponsor”) and CA2 Co-Investment LLC (“CA2,” together with the Sponsor, the “Sponsors”), which was placed into the Trust Account immediately following the IPO. In accordance with Concord III’s amended and restated certificate of incorporation, the funds held in the Trust Account will be released upon the consummation of the Business Combination. The Business

viii

Combination Agreement provides that the Sponsor Loans will be canceled at the Closing. See the question entitled “What happens to the funds held in the Trust Account upon consummation of the Business Combination?”

On May 4, 2023, Concord III’s stockholders approved a proposal to amend its amended and restated certificate of incorporation to extend the date by which it had to consummate a business combination from May 8, 2023 to November 8, 2023, or such earlier date as may be determined by the Concord III’s board of directors (the “First Extension”). In connection with the votes to approve the First Extension, the holders of 30,460,066 shares of Concord III Class A Common Stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.42 per share, for an aggregate redemption amount of approximately $317.4 million, leaving approximately $42.1 million in the Trust Account immediately following the First Extension.

On November 7, 2023, Concord III’s stockholders approved a proposal to further amend its amended and restated certificate of incorporation, as amended, to extend the date by which it has to consummate a business combination from November 8, 2023 to August 8, 2024, or such earlier date as may be determined by the Concord III’s board of directors (the “Second Extension”). In connection with the votes to approve the Second Extension, the holders of 98,573 shares of Concord III Class A Common Stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.70 per share, for an aggregate redemption amount of approximately $1.1 million, leaving approximately $42.2 million in the Trust Account immediately following the Second Extension.

There currently are 12,566,361 shares of Concord III Common Stock issued and outstanding, consisting of 3,941,361 Public Shares and 8,625,000 Founder Shares. In addition, there currently are 26,650,000 Concord III warrants issued and outstanding, consisting of 17,250,000 Public Warrants and 9,400,000 Private Warrants. Each whole Concord III Warrant entitles the holder thereof to purchase one share of Concord III Common Stock at a price of $11.50 per share. The Public Warrants will become exercisable 30 days after the completion of a business combination, and expire at 5:00 p.m., New York City time, five years after the completion of a business combination or earlier upon redemption or liquidation. The Private Warrants, however, are non-redeemable so long as they are held by their initial purchasers or their permitted transferees.

Under Concord III’s amended and restated certificate of incorporation, Concord III must provide all Public Stockholders with the opportunity to have their Public Shares converted to cash upon the consummation of Concord III’s initial business combination in conjunction with a stockholder vote.

Q.

Who is GCT?

A.

GCT was founded in Silicon Valley, California in 1998 and is a fabless semiconductor company that specializes in the design, manufacturing and sale of communication semiconductors, including high-speed wireless communication technologies such as 5G/4.75G/4.5G/4G transceivers (“RF”) and modems, which are essential for a wide variety of industrial, B2B and consumer applications. GCT has successfully developed and supplied communication semiconductor chipsets and modules to leading wireless operators worldwide, as well as to original design manufacturers (“ODMs”) and original equipment manufacturers (“OEMs”) for portable wireless routers (e.g., Mobile Router/MiFi), indoor and outdoor fixed wireless routers (e.g., CPE), industrial M2M applications and smartphones. See “Information About GCT.”

Q.

How much dilution may non-redeeming Concord III stockholders experience in connection with the Business Combination and what equity stake will current Concord III stockholders and GCT Stockholders have in New GCT after the Closing?

A.

Our Public Stockholders are not required to vote “FOR” the Business Combination in order to exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of Public Stockholders are reduced as a result of redemptions by Public Stockholders.

If a Public Stockholder exercises its redemption rights, such exercise will not result in the loss of any Public Warrants that it may hold. We cannot predict the ultimate value of the Concord III Warrants

ix

following the consummation of the Business Combination, but assuming that 3,941,361 shares of Concord III Class A Common Stock held by our Public Stockholders were redeemed (maximum redemption scenario), the 17,250,000 retained outstanding Public Warrants would have an aggregate value of approximately $1.5 million, based on the price per Public Warrant of $0.0839 on January 26, 2024, the most recent practicable date prior to the date of this proxy statement/ prospectus. In addition, on January 26, 2024, the most recent practicable date prior to the date of this proxy statement/​prospectus, the price per share of Concord III Class A Common Stock closed at $10.59. If the shares of Concord III Class A Common Stock are trading above the exercise price of $11.50 per warrant, the warrants are considered to be “in the money” and are therefore more likely to be exercised by the holders thereof (when they become exercisable). This in turn increases the risk to the non-redeeming Public Stockholders that the warrants will be exercised, which would result in immediate dilution to the non-redeeming Public Stockholders.

The tables below illustrate the anticipated relative ownership of the Public Stockholders, the initial stockholders (being the Sponsors, CA2 and the independent directors of Concord III), the PIPE Investors, the CVT Investors, current GCT equityholders and certain third parties that entered into non-redemption agreements with Concord III and the Sponsor (the “NRA Investors”) upon completion of the Business Combination without and after giving effect to the additional dilution that may be caused by the issuance of Earnout Shares, the exercise of the outstanding Public Warrants or Private Warrants, or any issuance pursuant to the 2024 Incentive Award Plan or 2024 Employee Stock Purchase Plan under various redemption scenarios. All scenarios present the number of Public Shares held after giving effect to the redemption of 98,573 shares of Concord III Class A Common Stock in November 2023. In the no redemption scenario as described below in the sensitivity table, the residual equity value owned by the non-redeeming Public Stockholders is assumed to be the deemed value of $10.00 per share and the implied total equity value of New GCT following the Business Combination, assuming no dilution from any additional dilution sources described in the table below, would be $500.3 million. As a result of the respective redemption amounts in the 50% redemption and maximum redemption scenarios as described below in the sensitivity table, the implied total equity value of New GCT following the Business Combination, assuming no dilution from any additional dilution sources described in the table below, would be (a) $47.2 million in the 50% redemption scenario, and (b) $44.2 million in the maximum redemption scenario. Additionally, the sensitivity table below sets forth the potential additional dilutive impact of each of the additional dilution sources in each redemption scenario, as described further in Notes 10 through 14 below. Stockholders will experience additional dilution to the extent New GCT issues any such additional shares after the Closing. 

Holders

No Redemption Scenario(1)

% of Total

50% Redemption Scenario(2)

% of Total

Maximum Redemption Scenario(3)

% of Total

Public Stockholders

​

​

3,941,361

​

7.9%

​

​

1,970,681

​

4.2%

​

​

—

​

—

Concord III Initial Stockholders(4)

​

​

5,444,267

​

10.9%

​

​

4,536,855

​

9.6%

​

​

3,523,892

​

8.0%

GCT Equityholders(5)

​

​

34,378,722

​

68.7%

​

​

34,378,722

​

72.9%

​

​

34,378,722

​

77.8%

PIPE Investors

​

​

4,484,854

​

9.0%

​

​

4,484,854

​

9.5%

​

​

4,484,854

​

10.2%

NRA Investors

​

​

1,781,626

​

3.6%

​

​

1,781,626

​

3.8%

​

​

1,781,626

​

4.0%

Total Shares Outstanding, Excluding Additional Dilution Sources(6)

​

​

50,030,830

​

100%

​

​

47,152,738

​

100%

​

​

44,169,094

​

100%

Total Equity Value Post-Redemptions(7)

​

$

500,308,300

​

​

​

$

471,527,380

​

​

​

$

441,690,940

​

​

x

Additional Dilution Sources	No Redemption Scenario(1)		% of Total(8a)		Per Share Value(8b)			50% Redemption Scenario(2)		% of Total(8a)		Per Share Value(8b)			Maximum Redemption Scenario (3)		% of Total(8a)		Per Share Value(8b)
Earnout Shares(9)	​	20,000,000	​	28.6%	​	$	7.14	​	20,000,000	​	29.8%	​	$	7.02	​	20,000,000	​	31.2%	​	$	6.88
Public Warrants(10)	​	17,250,000	​	25.6%	​	$	10.38	​	17,250,000	​	26.8%	​	$	10.40	​	17,250,000	​	28.1%	​	$	10.42
Private Warrants(11)	​	6,580,000	​	11.6%	​	$	10.17	​	6,580,000	​	12.2%	​	$	10.18	​	6,580,000	​	13.0%	​	$	10.19
Equity Incentive Plan(12)	​	4,403,083	​	8.1%	​	$	9.19	​	4,115,274	​	8.0%	​	$	9.20	​	3,816,909	​	8.0%	​	$	9.20
Employee Stock Purchase Plan(13)	​	600,000	​	1.2%	​	$	9.88	​	600,000	​	1.3%	​	$	9.87	​	600,000	​	1.3%	​	$	9.87
Total Additional Dilution Sources(14)	​	48,833,083	​	49.4%	​	$	7.83	​	48,545,274	​	50.7%	​	$	7.79	​	48,246,909	​	52.2%	​	$	7.74

Note: Percentages may not sum due to rounding.

(1)

This scenario assumes that no shares of Concord III Class A Common Stock are redeemed by the Public Stockholders.

(2)

This scenario assumes that 1,970,681 shares of Concord III Class A Common Stock are redeemed by the Public Stockholders.

(3)

This scenario assumes that 3,941,361 shares of Concord III Class A Common Stock are redeemed by the Public Stockholders.

(4)

Interests shown give effect to (i) the transfer by the Sponsors to NRA Investors of 999,665 Founder Shares immediately following consummation of the Business Combination pursuant to certain non-redemption agreements entered into by the Sponsor, (ii) the forfeiture by the Sponsors of an aggregate of 781,961 Founder Shares immediately following consummation of the Business Combination pursuant to certain non-redemption agreements entered into by the Sponsor and (iii) the transfer by the Sponsors of an aggregate of 1,399,107 shares of New GCT Common Stock to GCT’s existing stockholders and investors in the Financings at the Closing. Interests shown include 1,920,375, 1,012,963 and zero Founder Shares currently beneficially owned by the Sponsors which will become Sponsor Earnout Shares at the Closing under the no redemption, 50% redemption and maximum redemption scenarios, respectively.

(5)

Amount includes the conversion of the outstanding GCT common shares, GCT convertible promissory notes and CVT convertible promissory notes under the three redemption scenarios. Amount excludes the issuance of exchanged GCT Stock Options of 612,572 shares, GCT Warrants of 299,999 shares, and Earnout Shares of 20,000,000 under the three redemption scenarios. The GCT Stock Options and GCT Warrants will be converted into equivalent New GCT options and warrants with the same terms and conditions. The Earnout Shares will vest based on achieving the GCT Earnout Targets (as defined herein), which is based on the dollar VWAP of New GCT Common Stock or upon the equivalent per share consideration received as part of a Change in Control transaction.

(6)

The share amounts held by the Public Stockholders and the initial stockholders set forth in the first table above are based on 12,566,361 shares of Concord III Common Stock, of which 12,566,360 were shares of Concord III Class A Common Stock and one was a share of Concord III Class B Common Stock, issued and outstanding as of December 21, 2023. The share amounts and ownership percentages set forth in the first table above do not take into account the additional sources of dilution set forth in the second table above. Stockholders will experience additional dilution to the extent New GCT issues any such additional shares after the Closing.

(7)

This assumes that the total shares outstanding have a value of $10.00 per share.

(8a)

The Percentage of Total with respect to each additional dilution source set forth below, including the Total Additional Dilution Sources, includes the full amount of shares issuable with respect to the applicable additional dilution source in both the numerator and denominator.

(8b)

Calculation of value per share assumes the issuance of the maximum amount of shares of New GCT Common Stock in connection with the additional dilution sources, as described in Notes 10 through 14 below. In addition, calculation of value per share in the rows entitled “Public Warrants” and “Private Warrants” are based on the applicable Total Equity Value Post-Redemptions in the

xi

No Redemption Scenario, the 50% Redemption Scenario and the Maximum Redemption Scenario plus the full exercise of the applicable maximum number of Concord III Warrants at $11.50 per share for a total cash exercise price of approximately $198.4 million in the row entitled “Public Warrants,” or approximately $75.7 million in the row entitled “Private Warrants,” respectively. Calculation of value per share in the row entitled “Total Additional Dilution Sources” is based on the applicable Total Equity Value Post-Redemptions in the No Redemption Scenario, the 50% Redemption Scenario and the Maximum Redemption Scenario plus the full exercise of the applicable maximum number of Concord III Warrants at $11.50 per share in the rows entitled “Public Warrants” and “Private Warrants.”

(9)

This row assumes that all 20,000,000 Earnout Shares potentially issuable to GCT equityholders (upon the realization of all of the benchmark share prices in the earnout) are issued to GCT equityholders and assumes that no additional shares of New GCT Common Stock are issued between the Closing and the realization of all of the benchmark share prices in the earnout.

(10)

This row assumes exercise of all Public Warrants outstanding as of September 30, 2023, to purchase 17,250,000 shares of Concord III Class A Common Stock.

(11)

This row gives effect to the forfeiture of an aggregate of 2,820,000 Private Warrants by the Sponsors as of the Closing.

(12)

This row assumes the issuance of all shares of New GCT Common Stock reserved for issuance under the 2024 Incentive Award Plan following the consummation of the Business Combination.

(13)

This row assumes the issuance of all shares of New GCT Common Stock reserved for issuance under the 2024 Employee Stock Purchase Plan following the consummation of the Business Combination.

(14)

This row assumes the issuance of all shares of New GCT Common Stock in connection with each of the additional dilution sources, as described further in Notes 9 through 13 above, which equals 48,833,083 shares of New GCT Common Stock in the no redemption scenario, 48,545,274 shares of New GCT Common Stock in the 50% redemption scenario, or 48,246,909 shares of New GCT Common Stock in the maximum redemption scenario, in each case, following the consummation of the Business Combination.

The numbers of shares and percentage interests set forth in the tables above are based on a number of assumptions described in the footnotes to the tables and that neither Concord III nor GCT issues any additional equity securities prior to the Business Combination, including in the potential Financings. If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different.

Q.

What is the expected per share value of the cash to be received by New GCT in the Business Combination?

A.

The net cash contributed to the balance sheet of New GCT in the Business Combination will depend upon the extent to which Public Stockholders elect to exercise their redemption rights. Although the parties to the Business Combination have deemed the value of New GCT Common Stock to be equal to $10.00 per share for determining the number of shares of New GCT Common Stock issuable to holders of GCT Common Stock, the cash value per share of New GCT Common Stock will be substantially less than $10.00 per share. Set forth below is a calculation of the net cash per New GCT Common Stock resulting from the proceeds of the Trust Account and the Financings in a no redemption scenario, 50% redemption scenario and maximum redemption scenario. Such calculations are based upon (i) cash held in the Trust Account as of September 30, 2023 of approximately $10.69 per Public Share (rounded to the nearest cent) and (ii) estimated transaction expenses of approximately $32.3 million. The calculations do not assume the receipt of any debt or equity financing in connection with the Closing, other than the Financings, or the issuance of any shares as a result of any such other debt or equity financing.

xii

​	Assuming No Redemption(1)			Assuming 50% Redemption(2)			Assuming Maximum Redemption(3)
(Amounts in thousands, except for shares and per share amounts)	​	​	​	​	​	​	​	​	​
Concord III Class A Common Stock not redeemed	​	​	3,941,361	​	​	1,970,681	​	​	—
Gross Cash Proceeds of Trust Account at $10.69 per share	​	$	42,133,149	​	$	21,066,579	​	​	—
Gross Cash Proceeds from Note Financing	​	$	18,300,000	​	$	18,300,000	​	$	18,300,000
Gross Cash Proceeds from PIPE Investments	​	$	29,913,976	​	$	29,913,976	​	$	29,913,976
Total Gross Cash Proceeds	​	$	90,347,125	​	$	69,280,555	​	$	48,213,976
Estimated Transaction Expenses	​	$	32,302,000	​	$	32,302,000	​	$	32,302,000
Net Cash Proceeds	​	$	58,045,125	​	$	36,978,555	​	$	15,911,976
Total Shares Outstanding	​	​	50,030,830	​	​	47,152,738	​	​	44,169,094
Net Cash Proceeds per share of New GCT Common Stock Outstanding	​	$	1.16	​	$	0.78	​	$	0.36

(1)

This scenario assumes that no Concord III Class A Common Stock are redeemed by Public Stockholders.

(2)

This scenario assumes that 1,970,681 shares of Concord III Class A Common Stock are redeemed by Public Stockholders.

(3)

This scenario assumes that 3,941,361 shares of Concord III Class A Common Stock are redeemed by Public Stockholders.

The table below sets forth the effective underwriting fee incurred in connection with the Business Combination in each redemption scenario.

​

Assuming No Redemptions

% of Trust Account

Assuming 50% Redemptions

% of Trust Account

Assuming Maximum Redemptions

% of Trust Account

Deferred Underwriting Fee(1)

​

$

5,083,575

​

12.1%

​

$

5,083,575

​

24.1%

​

$

5,083,575

​

n/a(2)

(1)

Cowen and Company, LLC (“TD Cowen”) will be entitled to $4,660,950 of deferred underwriting commissions upon consummation of the Business Combination. AmeriVet will be entitled to $422,625 of deferred underwriting commissions upon consummation of the Business Combination. On December 8, 2023, Citigroup Global Markets Inc. (“Citi”) waived its entitlement to its portion of the deferred underwriting fee, which was $6,991,425.

(2)

The amount of the deferred underwriting fee payable exceeds the amount remaining in the Trust Account in this scenario.

Q.

Who will be the officers and directors of New GCT if the Business Combination is consummated?

A.

The Business Combination Agreement provides that, immediately following the consummation of the Business Combination, the board of directors of New GCT will be comprised of seven individuals designated as provided in the Business Combination Agreement. As of the date of this proxy statement/​prospectus, there are six nominees for membership to the New GCT board of directors, including John Schlaefer, Dr. Kyeongho Lee, Robert Barker, Kukjin Chun, Hyunsoo Shin, and Jeff Tuder, leaving one vacancy to be filled. The Sponsor has the right to designate two initial directors of Concord III to the New GCT board of directors, provided that such directors designated by Sponsor are reasonably acceptable to GCT and at least one of which is an industry expert and qualifies as an independent director. The Sponsor has designated Jeff Tuder as one of the two initial directors of Concord III to the New GCT board of directors, and following the mailing of this proxy statement/prospectus to Concord III stockholders, and most likely following consummation of the Business Combination, the Sponsor will identify an additional candidate to fill the remaining directorship. Immediately following the consummation of the Business Combination, we expect that the following will be the officers of New

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GCT: John Schlaefer, David Yoon, Dr. Jeemee Kim and Alex Sum. See “Management of New GCT Following the Business Combination.”

Q.

What conditions must be satisfied to complete the Business Combination?

A.

There are a number of closing conditions in the Business Combination Agreement, including that Concord III’s stockholders have approved and adopted the Business Combination Agreement. For a summary of the conditions that must be satisfied or waived prior to completion of the Business Combination, see the section entitled “The Business Combination Agreement — Conditions to Closing.”

Q.

What happens if I sell my shares of Concord III Common Stock before the special meeting of stockholders?

A.

The record date for the special meeting of stockholders will be earlier than the date that the Business Combination is expected to be completed. If you transfer your shares of Concord III Common Stock after the record date, but before the special meeting of stockholders, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the special meeting of stockholders.

Q.

What vote is required to approve the proposals presented at the special meeting of stockholders?

A.

The approval of the Business Combination Proposal, Governance Proposals (on an advisory basis), Incentive Award Plan Proposal, Employee Stock Purchase Plan Proposal, NYSE Proposal and Adjournment Proposal requires the affirmative vote in person or by proxy of the holders of a majority of the then outstanding shares of Concord III Common Stock present and entitled to vote at the special meeting. Accordingly, a Concord III stockholder’s failure to vote by proxy or to vote in person at the special meeting of stockholders or a broker non-vote will have no effect on these Proposals. An abstention will have the same effect as a vote against these Proposals.

The approval of the Charter Amendment Proposal requires the affirmative vote in person or by proxy of the holders of a majority of all then outstanding shares of Concord III Common Stock entitled to vote thereon at the special meeting. Accordingly, a Concord III stockholder’s failure to vote by proxy or to vote in person at the special meeting of stockholders, an abstention from voting or a broker non-vote will have the same effect as a vote against the Charter Amendment Proposal.

The approval of the election of each director nominee pursuant to the Election of Directors Proposal requires the affirmative vote of the holders of a plurality of the outstanding shares of Concord III Common Stock entitled to vote and actually cast thereon at the special meeting. Concord III’s existing certificate of incorporation provides that prior to the closing of the initial Business Combination, the holders of Concord III Class B Common Stock have the exclusive right to elect directors. The Sponsor holds the only outstanding share of Concord III Class B Common Stock. Accordingly, the Sponsor’s failure to vote by proxy or to vote in person at the special meeting of stockholders, an abstention from voting, or a broker non-vote will have the same effect as a vote against the directors in the Election of Directors Proposal.

Q.

How do Concord III’s initial stockholders intend to vote on the proposals?

A.

The Sponsor, Concord III’s directors and officers and CA2 are entitled to vote an aggregate of 68.6% of the outstanding shares of Concord III Common Stock. The Sponsor, Concord III’s directors and officers and CA2 have agreed to vote any Founder Shares and any Public Shares held by them as of the record date in favor of each of the proposals presented at the special meeting.

Q.

Do GCT’s stockholders need to approve the Business Combination?

A.

Yes. The Business Combination requires the affirmative approval of the Business Combination Agreement and the transactions contemplated therein by GCT’s stockholders. In connection with the execution of the Business Combination Agreement, certain stockholders of GCT owning approximately 56% of the voting power of GCT entered into the Stockholder Support Agreement with Concord III, pursuant to which the GCT stockholders agreed to approve the Business Combination Agreement and

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the transactions contemplated thereby and subject their shares of GCT Common Stock to certain transfer restrictions. See “Certain Agreements Related to The Business Combination — Stockholder Support Agreement.”

Q.

May Concord III or Concord III’s directors, officers or advisors, or their affiliates, purchase shares in connection with the Business Combination?

A.

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding Concord III or its securities, Concord III, Concord III’s officers, directors and advisors, the Sponsor, GCT and/or their respective affiliates may purchase Public Shares and/or Public Warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Concord III Common Stock. In such transactions, the purchase price for the Concord III Common Stock is not expected to exceed the redemption price. In addition, the persons and entities described above will waive redemption rights, if any, with respect to the Concord III Common Stock they acquire in such transactions. However, any Concord III Common Stock acquired by the persons or entities described above would not vote on the Business Combination Proposal.

The purpose of such share purchases and other transactions would be to increase the likelihood that the conditions to the consummation of the Business Combination are satisfied. This may result in the completion of our Business Combination which may not otherwise have been possible.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. If such arrangements or agreements are entered into, Concord III will file with the SEC a Current Report on Form 8-K prior to the special meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons or entities. Any such report will include: (i) the amount of Public Shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of Public Shares for which Concord III has received redemption requests.

Q.

How many votes do I have at the special meeting of stockholders?

A.

Concord III’s stockholders are entitled to one vote at the special meeting for each share of Concord III Common Stock held of record as of the record date. As of the close of business on the record date, there were 12,566,361 outstanding shares of Concord III Common Stock.

Q.

What interests do Concord III’s current officers and directors have in the Business Combination?

A.

Concord III’s board of directors and executive officers may have interests in the Business Combination that are different from, in addition to or in conflict with, yours. Concord III’s board of directors was aware of and considered these interests to the extent such interests existed at the time, among other matters, in approving the Business Combination Agreement and in recommending that the Business Combination Agreement and the transactions contemplated thereby be adopted and approved by the stockholders of Concord III. Concord III’s board of directors concluded, after taking into account the differing interests described below, that on balance, the factors set forth above supported a favorable determination that the Business Combination Agreement and the Business Combination are advisable and in the best interests of Concord III and its stockholders. These interests include:

•

the beneficial ownership of the Sponsor, which is governed by a board of managers consisting of three managers, Bob Diamond, David Schamis and Jeff Tuder, of an aggregate of 16,218,333 shares of Concord III Common Stock, consisting of:

•

7,957,727 Founder Shares purchased by the Sponsor for an aggregate price of $25,000;

•

8,260,606 shares of Concord III Class A Common Stock underlying Private Warrants purchased by the Sponsor at $1.00 per warrant for an aggregate purchase price of approximately $8.26 million.

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All of the above Founder Shares and warrants would become worthless if Concord III does not complete a business combination within the applicable time period, as the Sponsor has waived any right to redemption with respect to these shares. Such shares and warrants have an aggregate market value of approximately $84.3 million and $700,000, respectively, based on the closing price of Concord III Class A Common Stock of $10.59 and the closing price of Concord III Warrants of $0.0839 on the NYSE on January 26, 2024;

•

the beneficial ownership of Concord III’s independent directors, Peter Ort, Thomas King and Larry Leibowitz, who each hold 30,000 Founder Shares with a total market value of approximately $318,000 based on the closing price of Concord III Class A Common Stock of $10.59 on the NYSE on January 26, 2024. The Founder Shares would become worthless if Concord III does not complete a business combination within the applicable time period, as the independent directors have waived any right to redemption with respect to these shares;

•

the fact that given the differential in the purchase price that the Sponsors paid for the Founder Shares as compared to the price of Concord III Units sold in the IPO and the substantial number of shares of Concord III Class A Common Stock held by the initial stockholders upon conversion of the Founder Shares, they and their affiliates may earn a positive rate of return on their investment, even if Public Stockholders experience a negative rate of return following the completion of the Business Combination, including if the share price of New GCT Common Stock after the Closing falls as low as $1.09 per share, as the market value of the 8,625,000 Founder Shares would be approximately equal to the initial stockholders’ initial investment in Concord III;

•

the economic interests in the Sponsor held directly or indirectly by certain of Concord III’s officers and directors, including Bob Diamond and Jeff Tuder, which gives them an indirect pecuniary interest in the securities of Concord III, including the Founder Shares and Private Warrants held by the Sponsor and which interest will become worthless if Concord III does not consummate an initial business combination within the applicable time period;

•

As of September 30, 2023, there was no balance outstanding in Working Capital Loans extended by the Sponsor to Concord III pursuant to the Sponsor Promissory Note. Other than repayment of Working Capital Loans in connection with the consummation of the Business Combination, there are presently no fees that will be paid and no out-of-pocket expenses that would be reimbursed to the Sponsor upon consummation of the Business Combination;

•

the continued right of the Sponsor to hold Concord III Class A Common Stock and the shares of Concord III Class A Common Stock to be issued to the Sponsor upon exercise of its Private Warrants following the Business Combination, subject to certain lock-up periods and forfeiture pursuant to the Sponsor Support Agreement;

•

the fact that the Sponsor and Concord III’s executive officers and directors, for no compensation, have agreed not to redeem any shares of Concord III held by them in connection with a stockholder vote to approve the Business Combination and to vote any shares of Concord III Common Stock held by them in favor of the Business Combination Proposal;

•

the fact that if the Trust Account is liquidated, including in the event Concord III is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify Concord III to ensure that the proceeds in the Trust Account are not reduced below $10.20 per Public Share, or such lesser per Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Concord III has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Concord III, but only if such a vendor or target business has not executed a waiver (other than Concord III’s independent public accountants) of any and all rights to amounts held in the Trust Account;

•

the fact that Jeff Tuder, the current Chief Executive Officer and a director of Concord III, is expected to become a director of New GCT after the consummation of the Business Combination. As such, in the future he will receive any cash fees, stock options, stock awards or other remuneration that the New GCT board of directors determines to pay to him for his services as a director;

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•

Concord III’s existing certificate of incorporation provides that the doctrine of corporate opportunity will not apply with respect to Concord III or any of its officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. Concord III does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target. In the course of their other business activities, Concord III’s officers and directors may become aware of other investment and business opportunities which may be appropriate for presentation to Concord III as well as the other entities with which they are affiliated. Concord III’s management has pre-existing fiduciary duties and contractual obligations and if there is a conflict of interest in determining to which entity a particular business opportunity should be presented, any entity with whom Concord III’s management has a pre-existing fiduciary obligation will be presented the opportunity before Concord III is presented with it. Concord III does not believe, however, that the fiduciary duties or contractual obligations of Concord III’s officers or directors or waiver of corporate opportunity materially affected Concord III’s search for a business combination. Concord III is not aware of any such corporate opportunity not being offered to Concord III and does not believe the renouncement of Concord III’s interest in any such corporate opportunities impacted Concord III’s search for an acquisition target; and

•

the continued indemnification of current directors and officers of Concord III and the continuation of directors’ and officers’ liability insurance after the Business Combination.

These interests may influence Concord III’s board of directors in making their recommendation that you vote in favor of the approval of the Business Combination Proposal. The existence of financial and personal interests of the Sponsor, board of directors and executive officers of Concord III may mean that they may be incentivized to recommend, approve and/or complete the Business Combination, or an alternative business combination, with a less favorable target company or on terms less favorable to Public Stockholders and holders of Public Warrants than they would otherwise recommend, approve or complete, as the case may be, rather than allow Concord III to wind up having failed to consummate a business combination and lose their entire investment. Further, because of these interests, the Sponsor, board of directors and executive officers of Concord III could benefit from the completion of a business combination that is not favorable to Public Stockholders and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to Public Stockholders rather than liquidate. You should also read the section entitled “The Business Combination — Interests of Concord III’s Directors and Officers in the Business Combination.”

Q.

Did Concord III’s board of directors obtain a third-party valuation or fairness opinion in determining whether to proceed with the Business Combination?

A.

Concord III’s board of directors did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. Concord III’s board of directors believes that based upon the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders. Concord III’s board of directors also determined, without seeking a valuation from a financial advisor, that GCT’s fair market value was at least 80% of Concord III’s net assets, excluding any taxes payable on interest earned. Accordingly, investors will be relying on the judgment of Concord III’s board of directors as described above in valuing GCT’s business and assuming the risk that Concord III’s board of directors may not have properly valued such business.

Q.

What happens if the Business Combination Proposal is not approved?

A.

If the Business Combination Proposal is not approved and Concord III does not consummate a business combination by August 8, 2024, or amend its amended and restated certificate of incorporation to extend the date by which Concord III must consummate an initial business combination, Concord III will be required to dissolve and liquidate the Trust Account.

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Q.

Do I have conversion or redemption rights?

A.

If you are a holder of Public Shares, you have the right to demand that Concord III convert your Public Shares into a pro rata portion of the cash held in the Trust Account, which holds the proceeds of the IPO, calculated as of two business days prior to the consummation of the Business Combination, upon the consummation of the Business Combination. We refer to these rights to demand conversion of the Public Shares as “redemption rights.” Holders of the outstanding Public Warrants do not have redemption rights with respect to such warrants in connection with the Business Combination. The Sponsors and each of Concord III’s officers and directors have agreed to waive their redemption rights with respect to their Founder Shares and any Public Shares that they may have acquired during or after the IPO, in connection with the completion of Concord III’s initial business combination. None of such persons received any specific consideration for agreeing not to seek redemption of such shares. These shares will be excluded from the pro rata calculation used to determine the per share conversion price. For illustrative purposes, based on funds in the Trust Account of approximately $42.4 million as of December 31, 2023, the estimated per share conversion price would have been approximately $10.76. This is greater than the $10.00 IPO price of Concord III Units. Additionally, Public Shares properly tendered for conversion will only be converted if the Business Combination is consummated; otherwise, holders of such shares will only be entitled to a pro rata portion of the Trust Account, including interest (which interest will be net of taxes payable by Concord III), in connection with the liquidation of the Trust Account.

Q.

Will how I vote affect my ability to exercise redemption rights?

A.

No. You may exercise your redemption rights whether you vote your Public Shares for or against the Business Combination Proposal or do not vote your shares. As a result, the Business Combination Proposal can be approved by stockholders who will convert their Public Shares and no longer remain stockholders, leaving stockholders who choose not to convert their Public Shares holding shares in a company with a less liquid trading market, fewer stockholders, less cash and the potential inability to meet the listing standards of the NYSE.

Q.

How do I exercise my redemption rights?

A.

A holder of Public Shares may exercise redemption rights regardless of whether it votes for or against the Business Combination Proposal or does not vote on such proposal at all, or if it is a holder of Public Shares on the record date. If you are a holder of Public Shares and wish to exercise your redemption rights, you must demand that Concord III convert your Public Shares into cash, and deliver your Public Shares to Continental Stock Transfer & Trust Company, Concord III’s transfer agent, physically or electronically using The Depository Trust Company’s (“DTC”) Deposit/Withdrawal at Custodian (“DWAC”) System no later than two (2) business days prior to the special meeting. Any holder of Public Shares seeking conversion will be entitled to a full pro rata portion of the amount then in the Trust Account, less any owed but unpaid taxes on the funds in the Trust Account. Such amount will be paid promptly upon consummation of the Business Combination. As of December 31, 2023, Concord III has no accrual of federal income taxes payable for the year ended December 31, 2023.

Any request for conversion, once made by a holder of Public Shares, may be withdrawn at any time prior to the time the vote is taken with respect to the Business Combination Proposal at the special meeting. If you deliver your shares for conversion to Concord III’s transfer agent and later decide prior to the special meeting not to elect conversion, you may request that Concord III’s transfer agent return the shares (physically or electronically). You may make such request by contacting Concord III’s transfer agent at the address listed under the question “Who can help answer my questions?” below.

Any written demand of redemption rights must be received by Concord III’s transfer agent at least two (2) business days prior to the vote taken on the Business Combination Proposal at the special meeting. No demand for conversion will be honored unless the holder’s stock has been delivered (either physically or electronically) to the transfer agent.

If you are a holder of Public Shares (including through the ownership of Concord III Units) and you exercise your redemption rights, it will not result in the loss of any Concord III Warrants that you may

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hold (including those contained in any Concord III Units you hold). Your Concord III Warrants will become exercisable to purchase one share of Concord III Common Stock for a purchase price of $11.50 beginning the later of 30 days after consummation of the Business Combination or 12 months from the closing of the IPO.

Q.

What are the U.S. federal income tax consequences of exercising my redemption rights?

A.

The U.S. federal income tax consequences of exercising your redemption rights depend on your particular facts and circumstances. See the section entitled “Material U.S. Federal Income Tax Considerations of the Redemption rights and the Business Combination — U.S. Federal Income Tax Considerations of the Conversion to Holders of Concord III Class A Common Stock.”

Q.

If I hold Concord III Warrants, can I exercise redemption rights with respect to my warrants?

A.

No. Holders of Concord III Warrants do not have any redemption rights with respect to such warrants. Assuming maximum redemptions of 3,941,361 shares of Concord III Class A Common Stock and based on the closing price of such Concord III Warrants of $0.07 on NYSE as of January 30, 2024, the aggregate value that can be retained by Public Stockholders who have properly exercised their redemption rights is $1,207,500. The actual market price of Concord III Warrants may be higher or lower on the date that a holder of Concord III Warrants seeks to sell or exercise such Concord III Warrants. Additionally, Concord III cannot assure the holders of Concord III Warrants that they will be able to sell their Concord III Warrants in the open market as there may not be sufficient liquidity in such Concord III Warrants when a holder thereof desires to sell. Further, while the level of redemptions of Concord III Class A Common Stock will not directly change the value of Concord III Warrants, as Concord III Warrants will remain outstanding regardless of the level of redemptions, as redemptions of Concord III Class A Common Stock increase, a holder of Concord III Warrants will ultimately own a greater interest in Concord III (or, after completion of the Business Combination, New GCT) because there would be fewer shares of Concord III Class A Common Stock (or, after completion of the Business Combination, shares of New GCT Common Stock) outstanding overall. Further, the potential for the issuance of a substantial number of shares of Concord III Class A Common Stock (or, after completion of the Business Combination, shares of New GCT Common Stock) upon exercise of Concord III Warrants (or, after completion of the Business Combination, New GCT Warrants) could make New GCT less attractive to investors. Any such issuance will increase the number of issued and outstanding shares of Concord III Class A Common Stock (or, after completion of the Business Combination, shares of New GCT Common Stock) and reduce the value of the outstanding Concord III Class A Common Stock (or, after completion of the Business Combination, New GCT Common Stock). Therefore, the outstanding Concord III Warrants (or, after completion of the Business Combination, New GCT Warrants) could have the effect of depressing the market price of Concord III Class A Common Stock (or, after completion of the Business Combination, New GCT Common Stock).

Q.

Do I have appraisal rights if I object to the proposed Business Combination?

A.

No. There are no appraisal rights available to holders of shares of Concord III Common Stock in connection with the Business Combination.

Q.

What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A.

If the Business Combination is consummated, the funds held in the Trust Account will be released to pay (i) Concord III stockholders who properly exercise their redemption rights and (ii) expenses incurred by GCT and Concord III in connection with the Business Combination, to the extent not otherwise paid prior to the Closing. Any additional funds available for release from the Trust Account will be used for general corporate purposes of Concord III and GCT following the Business Combination.

Q.

What happens if the Business Combination is not consummated?

A.

There are certain circumstances under which the Business Combination Agreement may be terminated. See the section entitled “The Business Combination Agreement — Termination” for information regarding the parties’ specific termination rights.

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If, as a result of the termination of the Business Combination Agreement or otherwise, Concord III is unable to complete a business combination by August 8, 2024 or obtain the approval of Concord III stockholders to extend the deadline for Concord III to consummate an initial business combination, Concord III’s amended and restated certificate of incorporation provides that Concord III 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 Public Shares, 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 (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 Concord III’s board of directors 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. See the sections entitled “Risk Factors — Concord III may not be able to consummate an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the Public Shares and liquidate” and “— Concord III’s stockholders may be held liable for claims by third parties against Concord III to the extent of distributions received by them upon redemption of their shares.” The Sponsor has waived any right to any liquidation distribution with respect to the Founder Shares.

In the event of liquidation, there will be no distribution with respect to outstanding Concord III Warrants. Accordingly, the Concord III Warrants will expire worthless.

Q.

When is the Business Combination expected to be completed?

A.

It is currently anticipated that the Business Combination will be consummated promptly following the special meeting of stockholders, provided that all other conditions to the consummation of the Business Combination have been satisfied or waived.

For a description of the conditions to the completion of the Business Combination, see the section entitled “The Business Combination Agreement — Conditions to Closing.”

Q.

What do I need to do now?

A.

You are urged to carefully read and consider the information contained in this proxy statement/​prospectus, including the financial statements and annexes attached hereto, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/prospectus on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q.

How do I vote?

A.

If you were a holder of record of Concord III Common Stock on February 5, 2024, the record date for the special meeting of stockholders, you may vote with respect to the applicable proposals in person at the special meeting or by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Voting by Mail.   By signing the proxy card and returning it in the enclosed postage-paid envelope, you are authorizing the individuals named on the proxy card to vote your shares of Concord III Common Stock at the special meeting in the manner you indicate. Concord III encourages you to sign and return the proxy card even if you plan to attend the special meeting so that your shares will be voted if you are unable to attend the special meeting. If you receive more than one proxy card, it is an indication that your shares are held in multiple accounts. Please sign and return all proxy cards to ensure that all of your shares are voted. Votes submitted by mail must be received by 5:00 p.m. Eastern Time on February 26, 2024.

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Voting at the Special Meeting.   If your shares of Concord III Common Stock are registered directly in your name, you are considered the stockholder of record and you have the right to vote in person at the special meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting and vote in person, you will need to contact your broker, bank or nominee to obtain a legal proxy that will authorize you to vote these shares. For additional information, please see the section entitled “The Special Meeting of Concord III Stockholders.”

Q.

What will happen if I abstain from voting or fail to vote at the special meeting?

A.

At the special meeting of stockholders, Concord III will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. For purposes of approval, an abstention will have the same effect as a vote “against” the Business Combination Proposal, Charter Amendment Proposal, Governance Proposals, Incentive Award Plan Proposal, Employee Stock Purchase Plan Proposal, NYSE Proposal, Election of Directors Proposal and Adjournment Proposal. Failure to vote by proxy or to vote in person at the special meeting will have the same effect as a vote “against” the Charter Amendment Proposal and will have no effect on the other proposals.

Q.

What will happen if I sign and return my proxy card without indicating how I wish to vote?

A.

Signed and dated proxies received by Concord III without an indication of how the stockholder intends to vote on a proposal will be voted in favor of each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the special meeting.

Q.

Do I need to attend the special meeting of stockholders to vote my shares?

A.

No. You are invited to attend the special meeting to vote on the proposals described in this proxy statement/prospectus. However, you do not need to attend the special meeting of stockholders to vote your shares. Instead, you may submit your proxy by signing, dating and returning the applicable enclosed proxy card(s) in the pre-addressed postage-paid envelope. Your vote is important. Concord III encourages you to vote as soon as possible after carefully reading this proxy statement/prospectus.

Q.

If I am not going to attend the special meeting of stockholders, should I return my proxy card instead?

A.

Yes. Whether you plan to attend the special meeting or not, please read and consider the information contained in this proxy statement/prospectus carefully and vote your shares of Concord III Common Stock by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

Q.

If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A.

No. If your broker holds your shares in its name and you do not give the broker voting instructions, under the applicable stock exchange rules, your broker may not vote your shares on any of the Concord III Proposals. If you do not give your broker voting instructions and the broker does not vote your shares, this is referred to as a “broker non-vote.” Broker non-votes will not be counted for purposes of determining the presence of a quorum at the special meeting of stockholders. Your bank, broker, or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide. However, in no event will a broker non-vote have the effect of exercising your redemption rights for a pro rata portion of the Trust Account, and therefore no shares as to which a broker non-vote occurs will be converted in connection with the proposed Business Combination.

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Q.

May I change my vote after I have mailed my signed proxy card?

A.

Yes. You may change your vote by sending a later-dated, signed proxy card to Concord III’s secretary at the address listed below prior to the vote at the special meeting of stockholders, or attend the special meeting and vote in person. You also may revoke your proxy by sending a notice of revocation to Concord III’s secretary, provided such revocation is received prior to the vote at the special meeting. If your shares are held in street name by a broker or other nominee, you must contact the broker or nominee to change your vote.

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/​prospectus and multiple proxy cards or voting instruction cards. 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. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q.

What is the quorum requirement for the special meeting of stockholders?

A.

A quorum will be present at the special meeting of stockholders if a majority of the Concord III Common Stock outstanding and entitled to vote at the meeting is represented in person or by proxy.

As of the record date for the special meeting, 6,283,181 shares of Concord III Common Stock would be required to achieve a quorum.

Your shares will be counted towards the quorum only if you submit a valid proxy (or your broker, bank or other nominee submits one on your behalf) or if you vote in person at the special meeting of stockholders. Abstentions will be counted towards the quorum requirement. If there is no quorum, a majority of the shares represented by stockholders present at the special meeting or by proxy may authorize adjournment of the special meeting to another date.

As of the date of this proxy statement/prospectus, the Sponsor, Concord III’s directors and officers and CA2 hold an aggregate of approximately 68.6% of the issued and outstanding shares of Concord III Common Stock, which will count towards this quorum. As a result, as of the record date for the special meeting, in addition to the shares of the Sponsor, Concord III’s directors and officers and CA2, no additional Public Shares would be required to be present at the special meeting to achieve a quorum.

Q.

What happens to the Concord III Warrants I hold if I vote my shares of Concord III Common Stock against approval of the Business Combination Proposal and validly exercise my redemption rights?

A.

Properly exercising your redemption rights as a Concord III stockholder does not result in either a vote “FOR” or “AGAINST” the Business Combination Proposal. If the Business Combination is not completed, you will continue to hold your Concord III Warrants, and if Concord III does not otherwise consummate an initial business combination by August 8, 2024 or obtain the approval of Concord III stockholders to extend the deadline for Concord III to consummate an initial business combination, Concord III will be required to dissolve and liquidate, and your Concord III Warrants will expire worthless.

Q.

Who will solicit and pay the cost of soliciting proxies?

A.

Concord III will pay the cost of soliciting proxies for the special meeting. Concord III has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the special meeting. Concord III has agreed to pay Morrow Sodali LLC a fee of $15,000. Concord III will reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. Concord III also will reimburse banks, brokers

xxii

and other custodians, nominees and fiduciaries representing beneficial owners of shares of Concord III Common Stock for their expenses in forwarding soliciting materials to beneficial owners of Concord III Common Stock and in obtaining voting instructions from those owners. Concord III’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q.

Who can help answer my questions?

A.

If you have questions about the stockholder proposals, or if you need additional copies of this proxy statement/prospectus or the proxy card you should contact our proxy solicitor at:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford CT 06902
Telephone: Toll-Free (800) 662-5200 or (203) 658-9400
Banks and brokers can call collect at: (203) 658-9400
Email: CND.info@investor.morrowsodali.com

You may also contact Concord III at:

Concord Acquisition Corp III
477 Madison Avenue, 22nd Floor
New York, NY 10022
(212) 883-4330
Attention: Secretary

To obtain timely delivery, Concord III’s stockholders and warrantholders must request the materials no later than five business days prior to the special meeting.

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.”

If you intend to seek conversion of your Public Shares, you will need to send a letter demanding conversion and deliver your stock (either physically or electronically) to Concord III’s transfer agent prior to 5:00 p.m., New York time, on the second business day prior to the special meeting of stockholders. If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com

xxiii

SUMMARY OF THE PROXY STATEMENT/PROSPECTUS

This summary highlights selected information from this proxy statement/prospectus and does not contain all of the information that is important to you. To better understand the Business Combination and the proposals to be considered at the special meeting, you should read this proxy statement/prospectus carefully and in its entirety, including the annexes. See also the section entitled “Where You Can Find More Information.”

Parties to the Business Combination

Concord III

Concord III is a Delaware corporation 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, referred to throughout this proxy statement/prospectus as its initial business combination. Concord III may pursue its initial business combination in any business, industry or geographic region. Upon the Closing, Concord III intends to change our name from “Concord Acquisition Corp III” to “GCT Semiconductor Holding, Inc.”

Concord III Class A Common Stock, Concord III Warrants and Concord III Units, consisting of one share of Concord III Common Stock and one-half Concord III Warrant, are traded on the NYSE under the ticker symbols “CNDB,” “CNDB.WS” and “CNDBU,” respectively. We intend to apply to continue the listing of the New GCT Common Stock and New GCT Warrants on the NYSE under the symbols “GCTS” and “GCTSW,” respectively, upon the Closing. The Concord III Units will automatically separate into the component securities upon consummation of the Business Combination and, as a result, will no longer trade as a separate security.

The mailing address of Concord III’s principal executive office is 477 Madison Avenue, 22nd Floor, New York, New York 10022, and its telephone number is (212) 883-4330. For more information about Concord III, see the sections entitled “Information About Concord III” and “Concord III Management’s Discussion and Analysis of Financial Condition and Results of Operation.”

GCT

GCT was founded in Silicon Valley, California in 1999 and is a fabless semiconductor company that specializes in the design, manufacturing and sale of communication semiconductors, including high-speed wireless communication technologies such as 5G/4.75G/4.5G/4G transceivers (“RF”) and modems, which are essential for a wide variety of industrial, B2B and consumer applications. GCT has successfully developed and supplied communication semiconductor chipsets and modules to leading wireless operators worldwide, as well as to original design manufacturers (“ODMs”) and original equipment manufacturers (“OEMs”) for portable wireless routers (e.g., Mobile Router/MiFi), indoor and outdoor fixed wireless routers (e.g., CPE), industrial M2M applications and smartphones.

The mailing address of GCT’s principal executive office is 2290 North 1st Street, Suite 201 San Jose, CA 95131, and its telephone number is +1 (408) 434-6040. For more information about GCT, see the sections entitled “Information About GCT” and “GCT Management’s Discussion and Analysis of Financial Condition and Results of Operation.”

The Business Combination

The Business Combination Agreement

On November 2, 2023, Concord III, GCT and Merger Sub entered into the Business Combination Agreement, pursuant to which Merger Sub will be merged with and into GCT, with GCT surviving the Merger as a direct wholly-owned subsidiary of Concord III. The Business Combination Agreement contains customary representations and warranties, covenants, closing conditions, termination fee provisions and other terms relating to the Business Combination and the other transactions contemplated thereby.

The Aggregate Transaction Consideration will be equal to the quotient of (i) the Company Value divided by (ii) $10.00. Immediately prior to the Closing, all of the outstanding principal and accrued interest under

1

the outstanding promissory notes issued by GCT that can be converted into shares of GCT Common Stock will be so converted in accordance with their terms.

At the Closing, each share of common stock of GCT that is issued and outstanding immediately prior to the effective time of the Merger (other than Dissenting Shares, as defined in the Business Combination Agreement) will be cancelled and converted into the right to receive a number of shares of New GCT Common Stock equal to an exchange ratio determined by dividing the number of shares of New GCT Common Stock, constituting the Aggregate Transaction Consideration by the Company Fully-Diluted Number (as defined in the Business Combination Agreement) (the “Exchange Ratio”).

At the Closing, each option and warrant to purchase GCT Common Stock, whether or not exercisable and whether or not vested, will automatically be converted into an option or warrant, as applicable, to purchase a number of shares of New GCT Common Stock in the manner set forth in the Business Combination Agreement.

At the Closing, each award of restricted stock units relating to a share of GCT Common Stock granted under GCT’s existing equity plans will automatically be converted into an award of restricted stock units covering the number of shares of New GCT Common Stock in the manner set forth in the Business Combination Agreement.

For more information about the Business Combination Agreement and the Business Combination and other transactions contemplated thereby, see the sections entitled “Proposal No. 1 — The Business Combination Proposal” and “The Business Combination Agreement.”

Earnout

Following the Closing, New GCT will issue up to an aggregate of 20,000,000 additional shares of New GCT Common Stock to the stockholders of GCT as of immediately prior to the Closing and the Financing Investors if the volume weighted average price (the “VWAP”) of the shares of New GCT Common Stock equals or exceeds certain minimum share prices at any time during the period starting 60 days following the Closing and expiring on the fifth anniversary of the Closing, as follows:

•

6,666,667 shares if the VWAP of the shares of New GCT Common Stock equals or exceeds $12.50 for any 20 trading days within a period of 30 consecutive trading days during the Earnout Period;

•

6,666,666 shares if the VWAP of the shares of New GCT Common Stock equals or exceeds $15.00 for any 20 trading days within a period of 30 consecutive trading days during the Earnout Period; and

•

6,666,667 shares if the VWAP of the shares of New GCT Common Stock equals or exceeds $17.50 for any 20 trading days within a period of 30 consecutive trading days during the Earnout Period.

Such shares will also become issuable under certain circumstances if a “change of control” of New GCT occurs prior to the applicable earnout expiration date and the price per share in the change of control equals or exceeds the applicable price target. For more information, see the section entitled “The Business Combination — Earnout.”

Conditions to Closing

The consummation of the Business Combination is subject to customary closing conditions, including, among others: (i) approval by Concord III’s and GCT’s respective stockholders, (ii) no law, regulation, judgment, decree, executive order or award enjoining or prohibiting the consummation of the Business Combination, (iii) Concord III having at least $5,000,001 of net tangible assets upon the consummation of the Closing, (iv) the effectiveness of this Registration Statement, (v) receipt of approval for listing on the NYSE of the shares of New GCT Common Stock to be issued in connection with the Business Combination, (vi) no material adverse effect with respect to Concord III or GCT having occurred and continuing, (vii) the accuracy of the parties’ respective representations and warranties (subject to specified materiality thresholds) and the material performance of the parties’ respective covenants and other obligations and (viii) the PIPE Investors having invested at least $25,000,000 in the PIPE Financing.

For more information, see the section entitled “The Business Combination — Conditions to Closing.”

2

Termination

The Business Combination Agreement may be terminated at any time prior to the effective time of the Merger: (i) by mutual written consent of Concord III and GCT; (ii) by either Concord III or GCT (a) if the effective time of the Merger has not occurred on or before September 30, 2024 (or such later date as Concord III’s deadline to consummate a business combination shall be extended to, if applicable) (the “Outside Date”), (b) if a governmental entity has enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling that is final and nonappealable and has the effect of making the consummation of the Transactions, including the Merger, illegal or otherwise preventing or prohibiting consummation of the Transactions, including the Merger, (c)(1) if, at Concord III Stockholders’ Meeting, approval of Concord III Stockholder Matters is not obtained by reason of failure to obtain the requisite vote for approval or (2) if GCT does not deliver approval of the Transactions by the requisite holders of its capital stock within ten business days after the date of the Business Combination Agreement or (d) in the event of certain uncured breaches by the other party; or (iii) by Concord III, by written notice to GCT, if the Required Financials have not been delivered to Concord III by GCT within 45 days of the date of the Business Combination Agreement.

For more information, see the section entitled “The Business Combination Agreement — Termination,” “— Effect of Termination” and “— Termination Fee.”

Amendments to the Charter

Pursuant to the Business Combination Agreement, at the Effective Time, Concord III’s amended and restated certificate of incorporation will be further amended and restated to:

•

change Concord III’s name to “GCT Semiconductor Holding, Inc.” and remove certain provisions related to Concord III’s status as a special purpose acquisition company that will no longer be relevant following the Closing;

•

increase the number of authorized shares of Concord III Common Stock to 400,000,000 and the number of authorized shares of Concord III’s preferred stock to 40,000,000 shares;

•

require a supermajority vote for the removal of directors for cause;

•

require that special meetings of stockholders may only be called by the board of directors pursuant to a resolution adopted by a majority of the total number of directors, subject to any special rights of the holders of preferred stock; and

•

modify the forum selection provision to designate the U.S. federal district courts as the exclusive forum for claims arising under the Securities Act rather than providing for concurrent jurisdiction in the Court of Chancery and the federal district court for the District of Delaware for claims arising under the Securities Act.

For more information about these amendments to Concord III’s amended and restated certificate of incorporation, see the sections entitled “Proposal No. 2 — The Charter Amendment Proposal” and “Proposal Nos. 3A-3E — The Governance Proposals.”

Certain Agreements Related to the Business Combination Agreement

PIPE Subscription Agreements; Convertible Note Financing

Concurrently with the execution of the Business Combination Agreement, the PIPE Investors entered into the PIPE Subscription Agreements pursuant to which the PIPE Investors have committed to purchase in a private placement an aggregate of 4,484,854 shares of New GCT Common Stock at a purchase price of $6.67 per share and an aggregate purchase price of approximately $29.9 million. The purchase of the PIPE Shares is conditioned upon, among other things, the consummation of the Business Combination and will be consummated immediately prior to or substantially concurrently with the Closing. The PIPE Shares to be issued pursuant to the PIPE Subscription Agreements have not been registered under the Securities Act, and will be issued in reliance on the availability of an exemption from such registration.

3

In addition, in connection with the execution of the Business Combination Agreement, GCT issued convertible promissory notes to the CVT Investors, pursuant to which GCT borrowed an aggregate principal amount of $18.3 million, which notes will convert into shares of New GCT Common Stock (“Note Financing Shares”) at a conversion price of $6.67 per share concurrently with the Closing. The purchase price of PIPE Shares and the conversion price of Note Financing Shares are substantially below the redemption price, which could have a negative impact on the value of the New GCT Common Stock after the Closing. In addition, Concord III’s warrants include certain down-round provisions under which their exercise price may be reduced, if (a) Concord III issues additional shares of Concord III Class A Common Stock or securities convertible into or exercisable or exchangeable for shares of Concord III Class A Common Stock for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.20 per share of Concord III Class A Common Stock (the “Newly Issued Price”), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial business combination on the date of the consummation of such initial business combination (net of redemptions), and (c) the volume weighted average trading price of Concord III Class A Common Stock during the twenty (20) trading day period starting on the trading day prior to the day on which Concord III consummates an initial business combination (such price, the “Market Value”) is below $9.20 per share, the price per share (including in cash or by payment of warrants pursuant to a “cashless exercise,” to the extent permitted) at which shares of the Concord III Class A Common Stock may be purchased at the time a warrant is exercised will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Those adjustment provisions may be triggered by the issuance of the PIPE Shares and/or the Note Financing Shares. However, since the Market Value will not be available until twenty (20) trading days after the trading day prior to the day on which Concord III consummates an initial business combination, we cannot confirm whether the issuance of the PIPE Shares and/or the Note Financing Shares will trigger the adjustment provisions discussed above until then. Any such adjustments, if triggered, or the potential for such adjustments could make it more difficult for us to raise capital, cause the market price of New GCT securities to decline significantly or cause a higher level of redemptions in connection with our Business Combination.

For more information about the PIPE Subscription Agreements and the Note Financing, see the section entitled “Certain Agreements Related to the Business Combination — PIPE Subscription Agreements; Convertible Note Financing.”

Stockholder Support Agreement

In connection with the execution of the Business Combination Agreement, Concord III entered into a support agreement (the “Stockholder Support Agreement”) with certain stockholders of GCT pursuant to which such stockholders have, among other things, agreed to (i) provide their written consent to adopt and approve the Business Combination Agreement and all other documents and transactions contemplated thereby within 10 business days as of the date of the Business Combination Agreement and (ii) subject their shares of GCT Common Stock to certain transfer restrictions.

For more information about the Stockholder Support Agreement, see the section entitled “Certain Agreements Related to the Business Combination — Stockholder Support Agreement.”

Sponsor Support Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, Concord III entered into a sponsor support agreement (the “Sponsor Support Agreement”) with GCT, the Sponsor and CA2. Pursuant to the Sponsor Support Agreement, the Sponsor and CA2 have, among other things, agreed to vote all of their shares of Concord III’s common stock in favor of the approval of the Business Combination, including the Merger, not to redeem any of their shares of Concord III Common Stock and to waive their anti-dilution protections with respect to their Founder Shares.

In addition, the Sponsor and CA2 agreed that up to an aggregate of 1,920,375 Sponsor Earnout Shares will be unvested and subject to forfeiture as of the Closing and will only vest if, during the period starting 6 months following the Closing and expiring on the fifth anniversary of the Closing, with respect to

4

one-third of the Sponsor Earnout Shares, the VWAP of New GCT Common Stock equals or exceeds $12.50, with respect to one-third of the Sponsor Earnout Shares, the VWAP of New GCT Common Stock equals or exceeds $15.00 and with respect to one-third of the Sponsor Earnout Shares, the VWAP of New GCT Common Stock equals or exceeds $17.50, in each case for any 20 trading days within a period of 30 consecutive trading days and as such share price targets may be adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like. Any Sponsor Earnout Shares that remain unvested after the fifth anniversary of the Closing will be forfeited. The number of Sponsor Earnout Shares is determined based on the aggregate amount of (i) funds remaining in Concord III’s trust account at the Closing, after giving effect to the exercise of redemption rights, (ii) any proceeds of the PIPE Financing that is not provided by existing stockholders of GCT or investors introduced by existing stockholders of GCT or by GCT or its affiliates and (iii) net proceeds available to New GCT as of the Closing pursuant to any debt financing. If the aggregate of such amounts is equal to or greater than $40 million, then 1,920,375 shares of New GCT Common Stock to be held by the Sponsor and CA2 at the Closing will be Sponsor Earnout Shares. Any portion of the 1,920,375 shares of New GCT Common Stock to be held by the Sponsor and CA2 at the Closing that are not Sponsor Earnout Shares (the “Sponsor Unretained Earnout Shares”) will be allocated by GCT as described below.

The Sponsor and CA2 further agreed that (i) 1,399,107 shares of New GCT Common Stock to be held by them at the Closing, (ii) any Sponsor Unretained Earnout Shares and (iii) up to an aggregate of 2,820,000 Private Warrants to be held by them at Closing (the “Incentive Warrants”), will be allocated by GCT to GCT’s existing stockholders and investors in the Financings, and transferred to such stockholders and investors at the Closing (without any vesting conditions). The number of Incentive Warrants is determined based on the aggregate amount of proceeds raised on or prior to the Closing pursuant to any (i) PIPE Financing in excess of $25,000,000 and (ii) Note Financing, in each case, that is provided by existing stockholders of GCT or investors introduced by existing stockholders of GCT or by GCT or its affiliates. If the aggregate of such amounts is equal to or greater than $25 million, then 2,820,000 Private Placement Warrants to be held by Sponsor and CA2 at Closing will be deemed Incentive Warrants.

The Sponsor and CA2 also agreed (i) to forfeit up to an additional 2,820,000 Private Placement Warrants held by them, to the extent not allocated prior to the Closing to prospective investors in the Financings or to holders of shares of Concord III’s Class A common stock who agree not to redeem their shares in connection with any extension of Concord III’s deadline to consummate an initial business combination, and (ii) to forgive all amounts outstanding under the loans in the aggregate amount of $6.9 million made by them to Concord III in connection with the IPO.

For more information about the Sponsor Support Agreement, see the section entitled “Certain Agreements Related to the Business Combination — Sponsor Support Agreement.”

Registration Rights Agreement

The Business Combination Agreement provides that, in connection with the Closing, New GCT, certain stockholders of GCT, the Sponsor and certain stockholders of Concord III will enter into a registration rights agreement (the “Registration Rights Agreement”), pursuant to which New GCT will agree to register for resale certain shares of New GCT Common Stock and other equity securities that are held by the parties thereto from time to time.

For more information about the Registration Rights Agreement, see the section entitled “Certain Agreements Related to the Business Combination — Registration Rights Agreement/”

Lock-Up Agreement

The Business Combination Agreement provides that, in connection with the Closing, New GCT and certain stockholders of GCT, including its directors, officers, affiliates and holders of more than 5% of outstanding shares of GCT Common Stock as of the Closing, will enter into a lock-up agreement (the “Lock-Up Agreement”), pursuant to which such stockholders will agree to not effect any sale or other transfer of New GCT Common Stock, subject to certain customary exceptions set forth in the Lock-Up Agreement, during the period commencing at the Closing and ending on the earlier of (i) one year following the Closing, (ii) such date as New GCT completes a liquidation, merger, share exchange, reorganization or

5

other similar transaction that results in all of New GCT’s stockholders having the right to exchange their shares of New GCT Common Stock for cash, securities or other property or (iii) the date on which the last sale price of New GCT Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share consolidations, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing.

For more information about the Registration Rights Agreement, see the section entitled “Certain Agreements Related to the Business Combination — Lock-up Agreement/”

Reasons for the Approval of the Business Combination

After careful consideration, Concord III’s board of directors recommends that Concord III stockholders vote “FOR” each Concord III Proposal being submitted to a vote of the Concord III stockholders at the Concord III special meeting of stockholders.

For a description of Concord III’s reasons for the approval of the Business Combination and the recommendation of Concord III’s board of directors, see the section entitled “The Business Combination — Concord III’s Board of Directors’ Reasons for the Approval of the Business Combination.”

Redemption Rights

Under Concord III’s amended and restated certificate of incorporation, holders of Public Shares may demand that Concord III convert such shares into cash at the applicable conversion price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest not previously released to Concord III to pay its franchise and income tax obligations, by (b) the total number of shares of Concord III Common Stock included as part of the Concord III Units issued in the IPO. For illustrative purposes, based on funds in the Trust Account of approximately $42.4 million as of December 31, 2023, the estimated per share conversion price would have been approximately $10.76.

If a holder exercises its redemption rights and the Business Combination is consummated, then Concord III will convert such holder’s Public Shares into a pro rata portion of funds deposited in the Trust Account and such holder will no longer own these shares following the Business Combination. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands conversion and delivers its shares (either physically or electronically) to Concord III’s transfer agent in accordance with the procedures described herein. See the section entitled “The Special Meeting of Concord III Stockholders — Redemption Rights” for the procedures to be followed if you wish to convert your Public Shares into cash.

Ownership of New GCT After the Closing

It is anticipated that, upon the Closing of the Business Combination, the GCT Stockholders will own approximately 68.7% of the outstanding New GCT Common Stock, the Public Stockholders will retain an ownership interest of approximately 7.9% in New GCT and Concord III’s initial stockholders will retain an ownership interest of approximately 10.9% in New GCT, assuming no redemptions by the Public Stockholders.

The following summarizes the pro forma ownership of New GCT Common Stock following the Business Combination under each of the no redemption, 50% and maximum redemption scenarios:

Holders	No Redemption Scenario(1)		% of Total		50% Redemption Scenario(2)		% of Total		Maximum Redemption Scenario(3)		% of Total
Public Stockholders	​	3,941,361	​	7.9%	​	1,970,681	​	4.2%	​	—	​	—
Concord III Initial Stockholders(4)	​	5,444,267	​	10.9%	​	4,536,855	​	9.6%	​	3,523,892	​	8.0%
GCT Equityholders(5)	​	34,378,722	​	68.7%	​	34,378,722	​	72.9%	​	34,378,722	​	77.8%
PIPE Investors	​	4,484,854	​	9.0%	​	4,484,854	​	9.5%	​	4,484,854	​	10.2%

6

Holders

No Redemption Scenario(1)

% of Total

50% Redemption Scenario(2)

% of Total

Maximum Redemption Scenario(3)

% of Total

NRA Investors

​

​

1,781,626

​

3.6%

​

​

1,781,626

​

3.8%

​

​

1,781,626

​

4.0%

Total Shares Outstanding, Excluding Additional Dilution Sources(6)

​

​

50,030,830

​

100%

​

​

47,152,738

​

100%

​

​

44,169,094

​

100%

Total Equity Value Post-Redemptions(7)

​

$

500,308,300

​

​

​

$

471,527,380

​

​

​

$

441,690,940

​

Additional Dilution Sources	No Redemption Scenario(1)		% of Total(8a)		Per Share Value(8b)			50% Redemption Scenario(2)		% of Total(8a)		Per Share Value(8b)			Maximum Redemption Scenario(3)		% of Total(8a)		Per Share Value(8b)
Earnout Shares(9)	​	20,000,000	​	28.6%	​	$	7.14	​	20,000,000	​	29.8%	​	$	7.02	​	20,000,000	​	31.2%	​	$	6.88
Public Warrants(10)	​	17,250,000	​	25.6%	​	$	10.38	​	17,250,000	​	26.8%	​	$	10.40	​	17,250,000	​	28.1%	​	$	10.42
Private Warrants(11)	​	6,580,000	​	11.6%	​	$	10.17	​	6,580,000	​	12.2%	​	$	10.18	​	6,580,000	​	13.0%	​	$	10.19
Equity Incentive Plan(12)	​	4,403,083	​	8.1%	​	$	9.19	​	4,115,274	​	8.0%	​	$	9.20	​	3,816,909	​	8.0%	​	$	9.20
Employee Stock Purchase Plan(13)	​	600,000	​	1.2%	​	$	9.88	​	600,000	​	1.3%	​	$	9.87	​	600,000	​	1.3%	​	$	9.87
Total Additional Dilution Sources(14)	​	48,833,083	​	49.4%	​	$	7.83	​	48,545,274	​	50.7%	​	$	7.79	​	48,246,909	​	52.2%	​	$	7.74

Note: Percentages may not sum due to rounding.

(1)

This scenario assumes that no shares of Concord III Class A Common Stock are redeemed by the Public Stockholders.

(2)

This scenario assumes that 1,970,681 shares of Concord III Class A Common Stock are redeemed by the Public Stockholders.

(3)

This scenario assumes that 3,941,361 shares of Concord III Class A Common Stock are redeemed by the Public Stockholders.

(4)

Interests shown give effect to (i) the transfer by the Sponsors to NRA Investors of 999,665 Founder Shares immediately following consummation of the Business Combination pursuant to certain non- redemption agreements entered into by the Sponsor, (ii) the forfeiture by the Sponsors of an aggregate of 781,961 Founder Shares immediately following consummation of the Business Combination pursuant to certain non-redemption agreements entered into by the Sponsor and(iii) the transfer by the Sponsors of an aggregate of 1,399,107 shares of New GCT Common Stock to GCT’s existing stockholders and investors in the Financings at the Closing. Interests shown include 1,920,375, 1,012,963 and zero Founder Shares currently beneficially owned by the Sponsors which will become Sponsor Earnout Shares at the Closing under the no redemption, 50% redemption and maximum redemption scenarios, respectively.

(5)

Amount includes the conversion of the outstanding GCT common shares, GCT convertible promissory notes and CVT convertible promissory notes under the three redemption scenarios. Amount excludes the issuance of exchanged GCT Stock Options of 612,572 shares, GCT Warrants of 299,999 shares, and Earnout Shares of 20,000,000 under the three redemption scenarios. The GCT Stock Options and GCT Warrants will be converted into equivalent New GCT options and warrants with the same terms and conditions. The Earnout Shares will vest based on achieving the GCT Earnout Targets (as defined herein), which is based on the dollar VWAP of New GCT Common Stock or upon the equivalent per share consideration received as part of a Change in Control transaction.

(6)

The share amounts held by the Public Stockholders and the initial stockholders set forth in the first table above are based on 12,566,361 shares of Concord III Common Stock, of which 12,566,360 were shares of Concord III Class A Common Stock and one was a share of Concord III Class B Common Stock, issued and outstanding as of December 21, 2023. The share amounts and ownership percentages set forth in the first table above do not take into account the additional sources of dilution set forth in the second table above. Stockholders will experience additional dilution to the extent New GCT issues any such additional shares after the Closing.

(7)

This assumes that the total shares outstanding have a value of $10.00 per share.

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(8a)

The Percentage of Total with respect to each additional dilution source set forth below, including the Total Additional Dilution Sources, includes the full amount of shares issuable with respect to the applicable additional dilution source in both the numerator and denominator.

(8b)

Calculation of value per share assumes the issuance of the maximum amount of shares of New GCT Common Stock in connection with the additional dilution sources, as described in Notes 9 through 14 below. In addition, calculation of value per share in the rows entitled “Public Warrants” and “Private Warrants” are based on the applicable Total Equity Value Post-Redemptions in the No Redemption Scenario, the 50% Redemption Scenario and the Maximum Redemption Scenario plus the full exercise of the applicable maximum number of Concord III Warrants at $11.50 per share for a total cash exercise price of approximately $198.4 million in the row entitled “Public Warrants,” or approximately $75.7 million in the row entitled “Private Warrants,” respectively.Calculation of value per share in the row entitled “Total Additional Dilution Sources” is based on the applicable Total Equity Value Post-Redemptions in the No Redemption Scenario, the 50% Redemption Scenario and the Maximum Redemption Scenario plus the full exercise of the applicable maximum number of Concord III Warrants at $11.50 per share in the rows entitled “Public Warrants” and “Private Warrants.”

(9)

This row assumes that all 20,000,000 Earnout Shares potentially issuable to GCT equityholders (upon the realization of all of the benchmark share prices in the earnout) are issued to GCT equityholders and assumes that no additional shares of New GCT Common Stock are issued between the Closing and the realization of all of the benchmark share prices in the earnout.

(10)

This row assumes exercise of all Public Warrants outstanding as of September 30, 2023, to purchase 17,250,000 shares of Concord III Class A Common Stock.

(11)

This row gives effect to the forfeiture of an aggregate of 2,820,000 Private Warrants by the Sponsors as of the Closing.

(12)

This row assumes the issuance of all shares of New GCT Common Stock reserved for issuance under the 2024 Incentive Award Plan following the consummation of the Business Combination.

(13)

This row assumes the issuance of all shares of New GCT Common Stock reserved for issuance under the 2024 Employee Stock Purchase Plan following the consummation of the Business Combination.

(14)

This row assumes the issuance of all shares of New GCT Common Stock in connection with each of the additional dilution sources, as described further in Notes 9 through 13 above, which equals 48,833,083 shares of New GCT Common Stock in the no redemption scenario, 48,545,274 shares of New GCT Common Stock in the 50% redemption scenario, or 48,246,909 shares of New GCT Common Stockin the maximum redemption scenario, in each case, following the consummation of the Business Combination.

The numbers of shares and percentage interests set forth in the tables above are based on a number of assumptions described in the footnotes to the tables and that neither Concord III nor GCT issues any additional equity securities prior to the Business Combination, including in the potential Financings.If the actual facts differ from our assumptions, the numbers of shares and percentage interests set forth above will be different.

Please see the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Recommendation of the Concord III Board of Directors

The Concord III board of directors has unanimously determined that the Business Combination, on the terms and conditions set forth in the Business Combination Agreement, is advisable and in the best interests of Concord III and its stockholders and has directed that the proposals set forth in this proxy statement/prospectus be submitted to its stockholders for approval at the special meeting on the date and at the time and place set forth in this proxy statement/prospectus. The Concord III board of directors unanimously recommends that Concord III’s stockholders vote “FOR” the Business Combination Proposal, “FOR” the Charter Amendment Proposal, “FOR” each of the Governance Proposals, “FOR” the Election of Directors Proposal, “FOR” the Incentive Award Plan Proposal, “FOR” the Employee Stock Purchase Plan Proposal “FOR” the NYSE Proposal and “FOR” the Adjournment Proposal, if presented. See “The

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Business Combination — Recommendation of the Concord III Board of Directors” and “The Business Combination — Concord III’s Board of Directors’ Reasons for the Approval of the Business Combination.”

Concord III’s Special Meeting of Stockholders

See “Questions and Answers About the Special Meeting of Concord III’s Stockholders and the Related Proposals” above and “The Special Meeting of Concord III Stockholders” below for information regarding the special meeting.

The Sponsor and Concord III’s Directors and Officers Have Financial Interests in the Business Combination

In considering the recommendation of Concord III’s board of directors to vote in favor of the Business Combination, stockholders should be aware that, aside from their interests as stockholders, the Sponsor and our directors and officers have interests in the Business Combination that are different from, or in addition to, those of other stockholders generally. Our directors were aware of and considered these interests, among other matters, in evaluating the Business Combination, and in recommending to stockholders that they approve the Business Combination. Stockholders should take these interests into account in deciding whether to approve the Business Combination. These interests include:

•

the beneficial ownership of the Sponsor, which is governed by a board of managers consisting of three managers, Bob Diamond, David Schamis and Jeff Tuder, of an aggregate of 16,218,333 shares of Concord III Common Stock, consisting of:

•

7,957,727 Founder Shares purchased by the Sponsor for an aggregate price of $25,000;

•

8,260,606 shares of Concord III Class A Common Stock underlying Private Warrants purchased by the Sponsor at $1.00 per warrant for an aggregate purchase price of approximately $8.26 million.

All of the above Founder Shares and warrants would become worthless if Concord III does not complete a business combination within the applicable time period, as the Sponsor has waived any right to redemption with respect to these shares. Such shares and warrants have an aggregate market value of approximately $84.3 million and $700,000, respectively, based on the closing price of Concord III Class A Common Stock of $10.59 and the closing price of Concord III Warrants of $0.0839 on the NYSE on January 26, 2024;

•

the beneficial ownership of Concord III’s independent directors, Peter Ort, Thomas King and Larry Leibowitz, who each hold 30,000 Founder Shares with a total market value of approximately $318,000 based on the closing price of Concord III Class A Common Stock of $10.59 on the NYSE on January 26, 2024. The Founder Shares would become worthless if Concord III does not complete a business combination within the applicable time period, as the independent directors have waived any right to redemption with respect to these shares;

•

the fact that given the differential in the purchase price that the Sponsors paid for the Founder Shares as compared to the price of Concord III Units sold in the IPO and the substantial number of shares of Concord III Class A Common Stock held by the initial stockholders, they and their affiliates may earn a positive rate of return on their investment, even if Public Stockholders experience a negative rate of return following the completion of the Business Combination, including if the share price of New GCT Common Stock after the Closing falls as low as $1.09 per share, as the market value of the 8,625,000 Founder Shares would be approximately equal to the initial stockholders’ initial investment in Concord III;

•

the economic interests in the Sponsor held directly or indirectly by certain of Concord III’s officers and directors, including Bob Diamond and Jeff Tuder, which gives them an indirect pecuniary interest in the securities of Concord III, including the Founder Shares and Private Warrants held by the Sponsor and which interest will become worthless if Concord III does not consummate an initial business combination within the applicable time period;

•

As of September 30, 2023, there was no balance outstanding in Working Capital Loans extended by the Sponsor to Concord III pursuant to the Sponsor Promissory Note. Other than repayment of

9

Working Capital Loans in connection with the consummation of the Business Combination, there are presently no fees that will be paid and no out-of-pocket expenses that would be reimbursed to the Sponsor upon consummation of the Business Combination;

•

the continued right of the Sponsor to hold Concord III Class A Common Stock and the shares of Concord III Class A Common Stock to be issued to the Sponsor upon exercise of its Private Warrants following the Business Combination, subject to certain lock-up periods and forfeiture pursuant to the Sponsor Support Agreement;

•

the fact that the Sponsor and Concord III’s executive officers and directors, for no compensation, have agreed not to redeem any shares of Concord III held by them in connection with a stockholder vote to approve the Business Combination and to vote any shares of Concord III Common Stock held by them in favor of the Business Combination Proposal;

•

the fact that if the Trust Account is liquidated, including in the event Concord III is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify Concord III to ensure that the proceeds in the Trust Account are not reduced below $10.20 per Public Share, or such lesser per Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Concord III has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Concord III, but only if such a vendor or target business has not executed a waiver (other than Concord III’s independent public accountants) of any and all rights to amounts held in the Trust Account;

•

the fact that Jeff Tuder, the current Chief Executive Officer and a director of Concord III, is expected to become a director of New GCT after the consummation of the Business Combination. As such, in the future he will receive any cash fees, stock options, stock awards or other remuneration that the New GCT board of directors determines to pay to him for his services as a director;

•

Concord III’s existing certificate of incorporation provides that the doctrine of corporate opportunity will not apply with respect to Concord III or any of its officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. Concord III does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target. In the course of their other business activities, Concord III’s officers and directors may become aware of other investment and business opportunities which may be appropriate for presentation to Concord III as well as the other entities with which they are affiliated. Concord III’s management has pre-existing fiduciary duties and contractual obligations and if there is a conflict of interest in determining to which entity a particular business opportunity should be presented, any entity with whom Concord III’s management has a pre-existing fiduciary obligation will be presented the opportunity before Concord III is presented with it. Concord III does not believe, however, that the fiduciary duties or contractual obligations of Concord III’s officers or directors or waiver of corporate opportunity materially affected Concord III’s search for a business combination. Concord III is not aware of any such corporate opportunity not being offered to Concord III and does not believe the renouncement of Concord III’s interest in any such corporate opportunities impacted Concord III’s search for an acquisition target; and

•

the continued indemnification of current directors and officers of Concord III and the continuation of directors’ and officers’ liability insurance after the Business Combination.

The existence of financial and personal interests of the Sponsor, board of directors and executive officers of Concord III may mean that they may be incentivized to recommend, approve and/or complete the Business Combination, or an alternative business combination, with a less favorable target company or on terms less favorable to Public Stockholders and holders of Public Warrants than they would otherwise recommend, approve or complete, as the case may be, rather than allow Concord III to wind up having failed to consummate a business combination and lose their entire investment. Further, because of these interests, the Sponsor, board of directors and executive officers of Concord III could benefit from the completion of a business combination that is not favorable to Public Stockholders and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to Public Stockholders rather than liquidate.

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Certain Other Interests in the Business Combination

In addition to the interests of Concord III’s board of directors and executive officers in the Business Combination, TD Cowen and certain of its affiliates have financial interests that are different from, or in addition to, the interests of Concord III stockholders.

TD Cowen was an underwriter in the IPO, and upon consummation of the Business Combination, TD Cowen will be entitled to $4,660,950 of deferred underwriting commissions. Such deferred commissions relate solely to TD Cowen’s services in connection with the IPO, rather than any services provided in connection with the Business Combination, and were fully earned upon completion of the IPO. TD Cowen agreed to waive its rights to the deferred underwriting commissions held in the Trust Account in the event Concord III does not complete an initial business combination within the time period set forth in the second amended and restated certificate of incorporation. Accordingly, if the Business Combination, or any other initial business combination, is not consummated by that time and Concord III is therefore required to be liquidated, TD Cowen will not receive any of the deferred underwriting commissions and such funds will be returned to the Public Stockholders upon its liquidation. TD Cowen has provided certain advisory services to Concord III in connection with the Business Combination, and TD Cowen and certain related parties are entitled to indemnification against liabilities from Concord III in connection with its rendering of such advisory services. TD Cowen is not entitled to receive any additional fees for providing those advisory services.

CA2, an affiliate of TD Cowen, currently holds 577,273 Founder Shares and 1,139,394 Private Warrants, which were purchased in connection with the IPO. There are no redemption rights or liquidating distributions from the Trust Account with respect such Founder Shares, or Private Warrants, which will expire worthless if Concord III does not consummate an initial business combination by August 8, 2024. If the Business Combination is consummated, CA2 may earn a positive rate of return on its investment in Concord III. In addition, CA2 issued a Sponsor Loan to Concord III in the principal amount of $836,364. Such Sponsor Loan may be repaid or converted into Sponsor Loan Warrants at a conversion price of $1.00 per warrant, at CA2's discretion. Pursuant to the Sponsor Support Agreement, CA2 agreed to forgive all amounts outstanding under such Sponsor Loan at the Closing. Therefore, no Sponsor Loan Warrants will be issued in connection with the Closing.

Summary Risk Factors

You should consider all the information contained in this proxy statement/prospectus in deciding how to vote for the proposals presented in this proxy statement/prospectus. In particular, you should consider the risk factors described under “Risk Factors” beginning on page 17.

Such risks include, but are not limited to:

Risks related to GCT’s business, including that:

•

If the 5G market does not develop or develops more slowly than expected, or if GCT fails to accurately predict market requirements or market demand for 5G solutions, GCT’s financial performance will be adversely affected.

•

GCT’s products target primarily certain segments in the 5G markets, including fixed wireless access, mobile broadband, and machine-to-machine (M2M) applications, and if these markets do not develop or grow as anticipated, GCT’s financial performance will be adversely affected.

•

GCT depends on the commercial deployment of 4G LTE and 5G communications equipment, products and services to grow GCT’s business, and GCT’s business may be harmed if wireless carriers delay in the adoption of 5G standards, or if they deploy technologies that are not supported by GCT’s solutions.

•

GCT relies on a small number of customers for a significant percentage of its revenue, and the loss of, or a reduction in, orders from these customers could result in a substantial decline in its revenue.

Risks related to GCT’s industry and regulatory environment, including that:

•

The semiconductor and communications industries are cyclical and have historically experienced significant fluctuations with prolonged downturns, which could impact GCT’s operating results, financial condition and cash flows.

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•

The wireless and consumer electronics industry is characterized by short product cycles, significant fluctuations in supply and demand, and rapidly changing technologies, and GCT may not be able to meet these challenges successfully or consistently.

•

The large amount of capital required to obtain radio frequency licenses, deploy and expand wireless networks and obtain new subscribers could slow the growth of the wireless communications industry and adversely affect GCT’s business.

•

GCT’s business depends on international customers, suppliers and operations in Asia, which subjects it to additional risks, including increased complexity and costs of managing international operations and geopolitical instability.

Risks related to GCT’s intellectual property rights, including that:

•

GCT’s failure to protect its intellectual property rights adequately could impair its ability to compete effectively or to defend itself from litigation.

•

The enforcement and protection of GCT’s intellectual property may be expensive, could fail to prevent misappropriation or unauthorized use of its intellectual property, could result in the loss of its ability to enforce one or more patents, and could be adversely affected by changes in patent laws, by laws in certain foreign jurisdictions that may not effectively protect GCT’s intellectual property and by ineffective enforcement of laws in such jurisdictions.

•

GCT may not be able to obtain additional patents and the legal protection afforded by any additional patents may not adequately cover the full scope of its business or permit it to gain or keep competitive advantage.

Risks related to ownership of GCT’s common stock and GCT’s corporate structure, including that:

•

The market price of GCT’s common stock may be volatile, which could cause the value of your investment to decline.

•

Delaware law and GCT’s amended and restated certificate of incorporation and bylaws contain provisions that could delay or discourage takeover attempts that stockholders may consider favorable.

•

Dr. Kyeongho Lee, Chairman of the Board and founder of GCT, owns a significant portion of its outstanding voting stock and exerts significant influence over its business and affairs.

General Risks related to GCT, including that:

•

The loss of any of GCT’s key personnel could seriously harm GCT’s business, and GCT’s failure to attract or retain specialized technical, management or sales and marketing talent could impair GCT’s ability to grow GCT’s business.

•

Being a public company will increase GCT’s expenses and administrative workload and will expose it to risks relating to evaluation of its internal controls over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002.

•

Adverse outcomes in tax disputes could subject GCT to tax assessments and potential penalties.

•

GCT’s business and operations could suffer in the event of security breaches.

•

In preparing its financial statements GCT makes certain assumptions, judgments and estimates that affect amounts reported in its consolidated financial statements, which, if not accurate, may significantly impact its financial results.

Risks related to Concord III and the Business Combination, including that:

•

Concord III’s Sponsor, executive officers and directors have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus;

•

Concord III stockholders will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management;

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•

There can be no assurance that New GCT’s common stock will be approved for listing on the NYSE or that New GCT will be able to comply with the continued listing standards of the NYSE;

•

Subsequent to the consummation of the Business Combination, New GCT may be required to take write-downs or write-offs, or New GCT may be subject to restructuring, impairment or other charges that could have a significant negative effect on New GCT’s financial condition, results of operations and the price of New GCT’s securities, which could cause you to lose some or all of your investment;

•

Concord III’s board of directors did not obtain a third-party valuation or fairness opinion in determining whether to proceed with the Business Combination and, as a result, the terms may not be fair from a financial point of view to the Public Stockholders;

•

Concord III’s stockholders may be held liable for claims by third parties against Concord III to the extent of distributions received by them upon redemption of their shares;

•

We have identified material weaknesses in our internal control over financial reporting as of September 30, 2023.

Risks related to ownership of the New GCT Common Stock following the Business Combination, including that:

•

New GCT may experience significant fluctuations in our results of operations, including as a result of seasonality, making it difficult to project future results;

•

Future sales of common stock after the consummation of the Business Combination may cause the market price of New GCT’s common stock to drop significantly, even if New GCT’s business is doing well;

•

New GCT’s audited financial position and results of operations may differ materially from the unaudited pro forma financial information presented to investors;

•

New GCT may be subject to securities or class action litigation, which is expensive and could divert management attention;

Other general risk factors, including that:

•

While GCT and Concord III work to complete the Business Combination, GCT management’s focus and resources may be diverted from operational matters and other strategic opportunities.

Expected Accounting Treatment for the Proposed Transactions

The Business Combination is expected to be accounted for as a reverse recapitalization in accordance with U.S. GAAP because GCT has been determined to be the accounting acquirer under all redemption scenarios presented. Under this method of accounting, Concord III, which is the legal acquirer, will be treated as the accounting acquiree for financial reporting purposes and GCT, which is the legal acquiree, will be treated as the accounting acquirer. Accordingly, the consolidated assets, liabilities and results of operations of GCT will become the historical financial statements of New GCT, and Concord III’s assets, liabilities and results of operations will be consolidated with GCT’s beginning on the Closing Date. For accounting purposes, the financial statements of New GCT will represent a continuation of the financial statements of GCT with the Merger being treated as the equivalent of GCT issuing stock for the net assets of Concord III, accompanied by a recapitalization. The net assets of Concord III will be stated at historical costs and no goodwill or other intangible assets will be recorded. Operations prior to the Business Combination will be presented as those of GCT in future reports of New GCT.

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SELECTED UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Capitalized terms under this section not otherwise defined in this proxy statement/prospectus have the respective meanings ascribed to them in the Business Combination Agreement.

The following selected unaudited pro forma condensed combined financial data (the “selected pro forma information”) gives effect to the Business Combination and other events contemplated by the Business Combination Agreement as described in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information” included in this proxy statement/prospectus. On November 2, 2023, Concord III and GCT executed the Business Combination Agreement. Pursuant to the terms of the Business Combination Agreement, Concord III will acquire GCT through the statutory merger of Merger Sub with and into GCT, with GCT surviving the merger as a wholly owned subsidiary of Concord III. The estimated aggregate transaction consideration of 31,148,558 shares will be calculated as the Company Value of approximately $311.5 million divided by $10.00 per share. The Company Value is computed as $350.0 million plus the Company Closing Cash and Company Aggregate In-the-Money Warrant Exercise Price less the Company Closing Indebtedness. At the effective time of the Business Combination, each share of GCT Common Stock will be automatically converted into the right to receive the number of shares of New GCT Common Stock equal to the Per Share Exchange Ratio, calculated in accordance with the terms of the Business Combination Agreement. As of November 2, 2023, GCT currently estimates the Per Share Exchange Ratio to be approximately 0.1836.

The Business Combination is expected to be accounted for as a reverse recapitalization in accordance with GAAP, as GCT has been determined to be the accounting acquirer under all redemption scenarios presented. The unaudited pro forma condensed combined balance sheet as of September 30, 2023 combines the historical unaudited condensed consolidated balance sheet of GCT with the historical unaudited condensed balance sheet of Concord III on a pro forma basis as if the Business Combination and the other events contemplated by the Business Combination Agreement, summarized elsewhere in this proxy statement/prospectus, had been consummated on September 30, 2023. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2023 combines the historical unaudited condensed consolidated statement of operations of GCT for the nine months ended September 30, 2023 and the historical unaudited condensed statement of operations of Concord III for the nine months ended September 30, 2023, giving effect to the Business Combination as if the Business Combination and other events contemplated by the Business Combination Agreement had been consummated on January 1, 2022. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 combines the historical audited statement of operations of Concord III for the year ended December 31, 2022, with the historical audited consolidated statement of operations of GCT for the year ended December 31, 2022, giving effect to the Business Combination as if the Business Combination and other events contemplated by the Business Combination Agreement had been consummated on January 1, 2022.

The selected pro forma information has been derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial information of New GCT appearing elsewhere in this proxy statement/prospectus and the accompanying notes, in the section titled “Unaudited Pro Forma Condensed Combined Financial Information.” The unaudited pro forma condensed combined financial information is derived from, and should be read in conjunction with, the historical financial statements of Concord III and GCT and related notes included elsewhere in this proxy statement/prospectus. The selected pro forma information has been presented for informational purposes only and is not necessarily indicative of what New GCT’s financial position or results of operations actually would have been had the Business Combination and the other transactions contemplated by the Business Combination Agreement been completed as of the dates indicated. In addition, the selected pro forma information does not purport to project the future financial position or operating results of New GCT. Concord III and GCT have not had any historical relationship prior to the Business Combination. Accordingly, no pro forma adjustments were required to eliminate activities between the companies.

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.” The adjustments reflected in the selected pro forma

14

information have been identified and presented to provide relevant information necessary for an accurate understanding of New GCT upon consummation of the Business Combination, the PIPE Investment, conversion of Note Financing upon Closing, the issuance of the Earnout Shares and Sponsor Earnout Shares upon achieving specified earnout targets, the allocation of Company Insider Incentive Shares and Company Insider Incentive Warrants, Sponsor Shares and Private Placement Warrant transactions.

During November 2023, Concord III Public Stockholders elected to redeem an additional 98,573 shares at $10.70 per share for total redemption proceeds of $1.1 million (the “November Partial Redemption”), after which 3,941,361 shares of Concord III Common Stock subject to redemption remained outstanding. Under the 50% Redemptions, 75% Redemptions, and Maximum Redemptions scenarios, the pro forma condensed combined financial information assumes a $10.67 per share redemption amount based on the September 30, 2023 Concord III redemption value per share. Each of the below scenarios includes the concurrent closing of the $29.9 million PIPE Investment and closing of the $18.3 million Note Financing that will convert into Concord III Class A Common Stock to Company Insider Investors and either the transfer or forfeiture of 5,191,108 Sponsor Shares, resulting in 3,433,892 shares held by the Sponsor. The selected pro forma information is presented after giving effect to the Business Combination and other events contemplated by the Business Combination Agreement presented under the following four scenarios:

•

No Redemptions:   This scenario includes the November Partial Redemptions and assumes that no other Concord III Public Stockholders exercise their redemption rights with respect to the outstanding Concord III Class A Common Stock subject to possible redemption and that 3,941,361 shares of Concord III Class A Common Stock subject to possible redemption remain outstanding after the completion of the Business Combination (adjusting for the number of remaining shares) to the 50% Redemptions, 75% Redemptions, and Maximum Redemptions scenarios below.

•

50% Redemptions:   This scenario includes the November Partial Redemptions and assumes that holders of an additional 1,970,681 shares, or 50% of the remaining shares outstanding held by Concord III Public Stockholders, will exercise their redemption rights for aggregate redemption proceeds of $21.0 million.

•

75% Redemptions:   This scenario includes the November Partial Redemptions and assumes that holders of an additional 2,956,021 shares, or 75% of the remaining shares outstanding held by Concord III Public Stockholders, will exercise their redemption rights for aggregate redemption proceeds of $31.5 million.

•

Maximum Redemptions:   This scenario includes the November Partial Redemptions and assumes that Concord III Public Stockholders holding the remaining 3,941,361 shares of Concord III Class A Common Stock subject to possible redemption will exercise their redemption rights for aggregate redemption proceeds of $42.1 million. The Maximum Redemptions scenario is based on the maximum number of redemptions that may occur.

The following summarizes the pro forma shares of New GCT Common Stock issued and outstanding immediately after the Business Combination under the four scenarios:

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​	Pro Forma Combined
​	No Redemptions				50% Redemptions				75% Redemptions				Maximum Redemptions
​	Shares		%		Shares		%		Shares		%		Shares		%
Concord III Public stockholders – Class A Common Stock(1)	​	3,941,361	​	8.2%	​	1,970,681	​	4.3%	​	985,341	​	2.2%	​	—	​	0.0%
Concord III Class B Common Stock(2)	​	6,704,625	​	14.0%	​	6,704,625	​	14.5%	​	6,704,625	​	14.9%	​	6,704,625	​	15.2%
Former GCT stockholders(3)	​	32,979,615	​	68.5%	​	32,979,615	​	71.5%	​	32,979,615	​	73.0%	​	32,979,615	​	74.7%
PIPE investors	​	4,484,854	​	9.3%	​	4,484,854	​	9.7%	​	4,484,854	​	9.9%	​	4,484,854	​	10.1%
Pro forma total shares of the Post-Combination Company Common Stock outstanding at Closing(4)	​	48,110,455	​	100.0%	​	46,139,775	​	100.0%	​	45,154,435	​	100.0%	​	44,169,094	​	100.0%

(1)

Amount excludes 98,573 shares of Class A Common Stock redeemed as a result of the November Partial Redemptions under the four redemption scenarios. Amount excludes the outstanding Public Warrants of 17,250,000 under the four redemption scenarios.

(2)

In November 2023, Concord III and the Sponsor entered into non-redemption agreements with certain holders of Class A Common Stock in exchange for them agreeing not to redeem their shares of Class A Common Stock, and the Sponsor and the holders of Class B Common Stock converted an aggregate of 8,624,999 shares of Class B Common Stock to shares of A Common Stock in accordance with the Existing Certificate of Incorporation (the “Class B Conversion”). Following the Class B Conversion, there was one share of Class B Common Stock outstanding, which is held by the Sponsor. The above share information is presented based on the equity structure in place prior to the Class B Conversion effectiveness.

Amount includes 3,433,892 Sponsor shares vested at Closing, 90,000 shares transferred to the Concord III Board of Directors, 1,260,358 shares transferred by the Sponsor to Concord III investors and 521,268 shares to be issued to Concord III Public Stockholders as an incentive for Concord III extension under the non-redemption agreements (“NRA Shares”), and 1,399,107 Company Insider Incentive Shares to be transferred to Company Insider recipients upon the Closing. Amount excludes Sponsor shares forfeited of 0, 907,412, 1,412,165, and 1,916,913 under the No Redemptions scenario, 50% Redemptions scenario, 75% Redemptions scenario, and Maximum Redemptions scenario, respectively. The number of Sponsors Shares forfeited at Closing is calculated as the ratio of the SPAC Funding (after giving effect to the exercise of Redemption Rights and any proceeds received from the PIPE Financing and CVT Convertible Notes not provided by GCT Insiders) divided by $40.0 million. The Sponsor Earnout Ratio is then multiplied by 1,920,375 (maximum number of Sponsor Earnout Shares) to determine the outstanding Sponsor Earnout Shares at Closing that are subject to the Sponsor Earnout Targets. Amount excludes Sponsor Earnout Shares of 1,920,375, 1,012,963, 508,210, and 0, under the No Redemptions scenario, 50% Redemptions scenario, 75% Redemptions scenario, and Maximum Redemptions scenario, respectively. For the Sponsor Shares not forfeited at Closing, the Sponsor Earnout Shares will vest in one third increments based on achieving any of the three Sponsor Earnout Targets, which is solely based on the volume-weighted average price (“VWAP”) of New GCT Common Stock. Upon the Closing, all shares of Concord III Class B Common Stock will convert to shares of Concord III Class A Common Stock.

Amount excludes 3,760,000 Private Warrants to be held by the Sponsor and affiliates, Company Insider Incentive Warrants of 2,618,537 to be issued to Company Insider recipients, and 201,463 Private Warrants to be issued to Concord III Public Stockholders as an incentive for Concord III extension under the four redemption scenarios. The Sponsor will forfeit 2,820,000 Private Warrants at the Closing.

(3)

Amount includes the conversion of the outstanding GCT common shares and GCT convertible promissory notes based on the per share exchange ratio of 0.1836, in addition to 2,743,628 shares of New GCT Common Stock to be issued upon the conversion of CVT convertible promissory notes under

16

the four redemption scenarios. Amount excludes the issuance of exchanged GCT Stock Options of 612,572 shares, GCT Warrants of 299,999 shares, and Earnout Shares of 20,000,000 under the four redemption scenarios. The GCT Stock Options and GCT Warrants will be converted into equivalent New GCT options and warrants with the same terms and conditions. The Earnout Shares will vest based on achieving the GCT Earnout Targets, which is based on the dollar VWAP of New GCT Common Stock or upon the equivalent per share consideration received as part of a Change in Control transaction.

(4)

The amounts included in the table do not include the potentially dilutive shares that could be issued for the following outstanding instruments: GCT Stock Options, Earnout Shares, GCT Warrants, Public Warrants, Sponsor Earnout Shares, Company Insider Incentive Warrants, Public Stockholder Incentive Warrants, and Sponsor Warrants. Further details are described in the Unaudited Pro Forma Condensed Combined Financial Information within Note 3.

If the outcomes are different from these assumptions, then the amounts and shares outstanding in the unaudited pro forma condensed combined financial information will be different, and those changes could be material.

The following summarizes the selected pro forma information under the scenarios presented:

​

Pro Forma Combined

​

No Redemptions

50% Redemptions

75% Redemptions

Maximum Redemptions

​

(in thousands, except shares and per share data)

Selected Unaudited Pro Forma Condensed Combined Statement of Operations Data – Nine Months Ended September 30, 2023

​

​

​

​

​

​

​

​

​

​

​

​

Net revenues

​

$

11,839

​

$

11,839

​

$

11,839

​

$

11,839

Operating expenses

​

​

18,917

​

​

18,917

​

​

18,917

​

​

18,917

Loss from operations

​

​

(14,038)

​

​

(14,038)

​

​

(14,038)

​

​

(14,038)

Net loss

​

​

(14,041)

​

​

(14,041)

​

​

(14,041)

​

​

(14,041)

Net loss per share – basic and diluted

​

$

(0.29)

​

$

(0.30)

​

$

(0.31)

​

$

(0.32)

Weighted average shares – basic and diluted

​

​

48,110,455

​

​

46,139,775

​

​

45,154,435

​

​

44,169,094

Selected Unaudited Pro Forma Condensed Combined Statement of Operations Data – Year Ended December 31, 2022

​

​

​

​

​

​

​

​

​

​

​

​

Net revenues

​

$

16,669

​

$

16,669

​

$

16,669

​

$

16,669

Operating expenses

​

​

35,909

​

​

35,909

​

​

35,909

​

​

35,909

Loss from operations

​

​

(30,856)

​

​

(30,856)

​

​

(30,856)

​

​

(30,856)

Net loss

​

​

(17,144)

​

​

(17,144)

​

​

(17,144)

​

​

(17,144)

Net loss per share – basic and diluted

​

$

(0.36)

​

$

(0.37)

​

$

(0.38)

​

$

(0.39)

Weighted average shares – basic and diluted

​

​

48,110,455

​

​

46,139,775

​

​

45,154,435

​

​

44,169,094

Selected Unaudited Pro Forma Condensed Combined Balance Sheet Data – As of September 30, 2023

​

​

​

​

​

​

​

​

​

​

​

​

Total current assets

​

$

71,793

​

$

50,766

​

$

40,252

​

$

29,739

Total assets

​

​

75,729

​

​

54,702

​

​

44,188

​

​

33,675

Total current liabilities

​

​

83,272

​

​

83,272

​

​

83,272

​

​

83,272

Total liabilities

​

​

94,790

​

​

94,790

​

​

94,790

​

​

94,790

Total stockholders’ deficit

​

​

(19,061)

​

​

(40,088)

​

​

(50,602)

​

​

(61,115)

17

CAUTIONARY NOTE REGARDING FORWARD-LOOKING
STATEMENTS AND RISK FACTOR SUMMARY

Certain statements in this proxy statement/prospectus may constitute “forward-looking statements” for purposes of the federal securities laws. Our forward-looking statements include, but are not limited to, statements regarding our, our management team’s, GCT’s and GCT’s management team’s expectations, hopes, beliefs, intentions or strategies regarding the future. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. The words “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intends,” “may,” “might,” “plan,” “possible,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar expressions may identify forward-looking statements, but the absence of these words does not mean that a statement is not forward-looking. Forward-looking statements in this proxy statement/​prospectus may include, for example, statements about:

•

our ability to consummate the Business Combination;

•

the expected benefits of the Business Combination;

•

New GCT’s financial and business performance following the Business Combination, including GCT’s financial projections and business metrics;

•

changes in GCT’s strategy, future operations, financial position, estimated revenues and losses, forecasts, projected costs, prospects and plans;

•

unexpected increases in GCT’s expenses resulting from inflationary pressures and rising interest rates, including manufacturing and operating expenses and interest expenses;

•

GCT’s inability to anticipate the future market demands and future needs of its customers;

•

the impact of component shortages, suppliers’ lack of production capacity, natural disasters or pandemics on GCT’s sourcing operations and supply chain;

•

GCT’s future capital requirements and sources and uses of cash;

•

GCT’s ability to obtain funding for its operations;

•

anticipated financial performance, including gross margin, and the expectation that New GCT’s future results of operations will fluctuate on a quarterly basis for the foreseeable future;

•

expected capital expenditures, cost of revenue and other future expenses, and the sources of funds to satisfy the liquidity needs of New GCT;

•

the expected U.S. federal income tax impact of the Business Combination; and

•

the outcome of any known and unknown litigation and regulatory proceedings.

These forward-looking statements are based on information available as of the date of this proxy statement/prospectus, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. Accordingly, forward-looking statements should not be relied upon as representing our views as of any subsequent date, and we do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

You should not place undue reliance on these forward-looking statements in deciding how to vote your proxy or instruct how your vote should be cast on the proposals set forth in this proxy statement/​prospectus. As a result of a number of known and unknown risks and uncertainties, our actual results or performance may be materially different from those expressed or implied by these forward-looking statements. Some factors that could cause actual results to differ include:

•

the risk that the Business Combination may not be completed in a timely manner or at all, which may adversely affect the price of New GCT’s securities;

•

the risk that the Business Combination may not be completed by Concord III’s business combination deadline and the potential failure to obtain an extension of the business combination deadline if sought by Concord III;

18

•

the failure to satisfy the conditions to the consummation of the Business Combination, including the adoption of the Business Combination Agreement by the stockholders of Concord III and GCT;

•

the lack of a third party valuation in determining whether to pursue the Business Combination;

•

the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement;

•

the effect of the announcement or pendency of the Business Combination on GCT’s business relationships, performance, and business generally;

•

risks that the Business Combination disrupts GCT’s current plans and potential difficulties in GCT’s employee retention as a result of the Business Combination;

•

the outcome of any legal proceedings that may be instituted against GCT or against Concord III related to the Business Combination Agreement or the Business Combination;

•

the ability to maintain the listing of Concord III’s securities on the NYSE;

•

the price of Concord III’s securities may be volatile due to a variety of factors, including changes in the competitive and highly regulated industries in which GCT plans to operate, variations in performance across competitors, changes in laws and regulations affecting GCT’s business and changes in the combined capital structure;

•

the ability to implement business plans, forecasts, and other expectations after the completion of the Business Combination, and identify and realize additional opportunities;

•

the risk of downturns and the possibility of rapid change in the highly competitive industry in which GCT operates;

•

the risk that GCT and its current and future collaborators are unable to successfully develop and commercialize GCT’s products or services, or experience significant delays in doing so;

•

the risk that GCT may never achieve or sustain profitability;

•

the risk that GCT will need to raise additional capital to execute its business plan, which may not be available on acceptable terms or at all;

•

the risk that New GCT experiences difficulties in managing its growth and expanding operations;

•

the risk that third-party suppliers and manufacturers are not able to fully and timely meet their obligations;

•

the risk of product liability or regulatory lawsuits or proceedings relating to GCT’s products and services;

•

the risk that GCT is unable to secure or protect its intellectual property;

•

the risk that New GCT’s securities will not be approved for listing on the NYSE or if approved, maintain the listing; and

•

other risks and uncertainties described in this proxy statement/prospectus, including those under the section entitled “Risk Factors.”

19

RISK FACTORS

You should carefully review and consider the following risk factors and the other information contained in this proxy statement/prospectus, including the financial statements and notes to the financial statements included herein, in evaluating the Business Combination and the proposals to be voted on at the special meeting. Certain of the following risk factors apply to the business and operations of GCT and will also apply to the business and operations of New GCT following the completion of the Business Combination. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of New GCT following the Business Combination. While this “Risk Factors” section identifies all material risk factors currently known by Concord III and GCT applicable to an investment in New GCT, the risks discussed below may not prove to be exhaustive and are based on certain assumptions made by Concord III and GCT that later may prove to be incorrect or incomplete. Concord III and GCT may face additional risks and uncertainties that are not presently known to such entity, or that are currently deemed immaterial, which may also impair the business or financial condition of New GCT. Unless the context requires otherwise, references to “GCT” in this section are to the business and operations of GCT prior to the Business Combination and the business and operations of New GCT as directly or indirectly affected by GCT by virtue of New GCT’s ownership of the business of GCT through its ownership of the Surviving Corporation following the Business Combination.

Risks Related to GCT’s Business

If the 5G market does not develop or develops more slowly than expected, or if GCT fails to accurately predict market requirements or market demand for 5G solutions, GCT’s financial performance will be adversely affected.

GCT has invested substantial time and resources in developing products that support the 5G wireless communications markets, and it has entered into various agreements and arrangements with potential customers and wireless operators to develop wireless communications products to serve the growing needs of this market. If GCT fails to accurately predict market requirements or market demand for 5G, or if GCT’s solutions are not successfully developed or adopted by GCT’s customers, then GCT’s ability to generate revenue will be harmed. In addition, if the 5G networks are deployed to a lesser extent or more slowly than GCT currently anticipates, or if other competing semiconductor solutions achieve greater market acceptance or operators do not migrate to 5G as expected, GCT may not realize the expected benefits from this investment, which will have an adverse effect on GCT’s business, financial condition and results of operations.

GCT’s products target primarily certain segments in the 5G markets, including fixed wireless access, mobile broadband, and machine-to-machine (M2M) applications, and if these markets do not develop or grow as anticipated, GCT’s financial performance will be adversely affected.

GCT’s products focus on certain segments of 5G wireless markets, including fixed wireless access (“FWA”), mobile broadband and machine-to-machine (“M2M”) applications, and if these markets do not develop or grow as quickly as expected, or if other products or technologies displace or reduce the demands of such market segments, GCT’s business operations and financial conditions will be negatively impacted. For example, GCT’s products are applicable to the FWA market, which is an innovative use case that employs 4G and 5G radio spectrum to provide wireless broadband connectivity between multiple locations and fixed points, such as a mobile network cell tower and a wireless device in a subscriber’s home. FWA provides wireless coverage where there is no fixed line or a poor fixed line service, including rural areas, where broadband access is limited. However, the FWA market and related demand may be impacted by various factors, including the growth of fixed line services (especially fiber optic lines), the costs and benefits of deploying FWA infrastructure and regulatory requirements for implementing FWA solutions. Each of these factors may adversely affect GCT’s ability to sell products into such market. Similarly, the mobile broadband market can be affected by the demand for mobile devices, such as smartphones, wireless modems, and portable wireless devices, and a slowing demand for these applications may reduce GCT’s ability to sell its products. Furthermore, the growth of M2M applications depends on various factors that drive demand, including

20

decisions by businesses, institutions, and regulatory authorities to implement and permit establishment of infrastructures or systems that utilize M2M wireless communications. These and other factors could adversely affect GCT’s business operations and financial conditions.

GCT depends on the commercial deployment of 4G LTE and 5G communications equipment, products and services to grow GCT’s business, and GCT’s business may be harmed if wireless carriers delay in the adoption of 5G standards, or if they deploy technologies that are not supported by GCT’s solutions.

GCT depends upon the continued commercial deployment of 4G and 5G wireless communications equipment, products and services based on GCT’s technology. Deployment of new networks by wireless carriers requires significant capital expenditures, well in advance of any revenue from such networks. If the rate of deployment of new networks by wireless carriers is slower than GCT expects, this will reduce the sales of its products and could cause OEMs and ODMs to hold excess inventory. This would harm GCT’s revenues and its financial results. The worldwide commercial deployment and adoption of the narrow band LTE variants, Cat M and Cat NB, are expected to expand further the markets for Internet of Things devices. If deployments of the Cat M or Cat NB standards are delayed or if competing standards for Internet of Things devices become favored by wireless carriers, GCT may not be able to successfully increase sales of its Cat M and Cat NB products, which would harm its revenues and financial results.

GCT may encounter difficulties or challenges in meeting its obligations under its 5G development agreements with major customers and wireless operators, which may adversely affect its ability to generate revenue.

GCT has entered into 5G development and collaboration agreements with certain customers and operators, including a development and collaboration agreement with a Tier 1 wireless communications operator. Under these agreements, GCT has agreed to design, develop and collaborate with each respective customers to test, qualify and commercialize GCT’s chipsets and also to help these customers commercialize products that use GCT Chipsets, and these agreements impose various obligations on GCT to deliver results and meet certain product development milestones. In the event that GCT completes the performance of its obligations and is able to commercialize and sell its products, GCT may receive significant revenues and fees as a result of such agreements, including but are not limited to, milestone payments upon the achievement of specified business and development objectives as well as follow-on sales of GCT’s chipsets to ODM/OEM suppliers when products (using GCT’s chipset) related to these development agreements begins to ramp.

However, GCT may encounter difficulties and challenges in meeting its obligations under these development agreements, such as delays in testing and qualifying its products, technical issues in the development and manufacturing products, lack of resources and funding to support the development efforts, the rise of competitive technologies and products that cause the customers or partners to shift focus and attention elsewhere, and lack of cooperation by the customers or partners. Any of these factors may adversely affect GCT’s ability to monetize these agreements, which in turn will adversely affect its financial results and results of operations.

If GCT is unsuccessful in developing and selling new products or in penetrating new markets, GCT’s business and operating results would suffer.

The markets in which GCT and GCT’s customers compete or plan to compete are characterized by rapidly changing technologies and industry standards and technological obsolescence. GCT’s ability to compete successfully depends on GCT’s ability to design, develop, market and support new products and enhancements on a timely and cost effective basis. A fundamental shift in technologies in any of GCT’s target markets, such as the 5G wireless communications markets, could harm GCT’s competitive position within these markets. GCT’s failure to anticipate these shifts, develop new technologies or react to changes in existing technologies could delay GCT’s development of new products, which could result in product obsolescence, decreased revenue and loss of design wins.

The development of new technologies and products generally requires substantial investment before they become commercially viable, and GCT has created a roadmap to build and increase GCT’s product offerings. Under this roadmap, GCT intends to continue making substantial investments to develop new technologies and products, and GCT’s development efforts may not be successful, and GCT’s new technologies

21

and products may not produce meaningful revenue. For example, GCT currently invests significant resources to develop 5G semiconductor solutions. GCT may be required, on a case by case basis, to invest additional resources to develop multiple chip solutions in response to changing market demand. If the semiconductor solutions GCT develop fail to meet market or customer requirements or do not achieve market acceptance, GCT may not be able to execute GCT’s roadmap successfully. In addition, GCT’s products have long sales cycles that involve numerous steps, and during this time GCT may expend substantial financial resources and management time and effort without any assurance that product sales will result. GCT’s sales cycle typically begins when one of GCT’s products has been provided to GCT’s end customers for evaluation, and thereafter it can take 12 or more months to achieve successful commercialization. The anticipated long sales cycle for GCT’s products makes it difficult to predict the quarter in which sales may occur.

The success of GCT’s new products will depend on accurate forecasts of long-term market demand, customer and consumer requirements and future technological developments, as well as a variety of specific implementation factors, including:

•

accurate prediction of the size and growth of the 4G and 5G markets;

•

accurate prediction of the growth of the Internet of Things markets and the timing of commercial availability of 4G and 5G networks;

•

accurate prediction of changes in device manufacturer requirements, technology, industry standards or consumer expectations, demands and preferences;

•

timely and efficient completion of product design and transfer to manufacturing, assembly and test, and securing sufficient manufacturing capacity to allow GCT to continue to timely and efficiently deliver products to GCT’s customers;

•

market acceptance, adequate consumer demand and commercial production of the products in which GCT’s mobile and wireless broadband semiconductor solutions are incorporated;

•

the quality, performance and reliability of the product as compared to competing products and technologies;

•

effective marketing, sales and service; and

•

the ability to obtain licenses to use third-party technology to support the development of GCT’s products.

If GCT fails to introduce new products that meet the demands of GCT’s customers or GCT’s target markets, or if GCT fails to penetrate new markets, GCT’s revenue will likely decrease over time and GCT’s financial condition could suffer.

If customers do not design GCT’s semiconductor solutions into their product offerings or if GCT’s customers’ product offerings are not commercially successful, GCT would have difficulty selling GCT’s semiconductor solutions and GCT’s business would suffer.

GCT sells its semiconductor solutions both directly and indirectly through distributors to OEM/ODM customers. GCT’s OEM/ODM customers incorporate GCT’s semiconductor solutions in their products and include GCT’s semiconductor solutions in the products they supply to their customers. GCT’s semiconductor solutions are generally incorporated into GCT’s customers’ products at the design stage. As a result, GCT relies on OEM/ODM customers to design GCT’s semiconductor solutions into the products they sell. Without these design wins, GCT’s business would be materially and adversely affected. GCT often incurs significant expenditures on the development of a new semiconductor solution without any guarantees that an OEM/ODM customer will select GCT’s semiconductor solution for design into its own product. Once an OEM/ODM customer designs a competitor’s semiconductor into its product offering, it becomes significantly more difficult for GCT to sell its semiconductor solutions to that customer because changing suppliers involves significant cost, time, effort and risk for the customer. Furthermore, even if an OEM/​ODM customer designs one of GCT’s semiconductor solutions into its product offering, GCT cannot be assured that its product will be commercially successful and that GCT will receive any revenue from that

22

customer. If GCT’s customers’ products incorporating GCT’s semiconductor solutions fail to meet the demands of their customers or otherwise fail to achieve market acceptance, GCT’s revenue and business may suffer.

In addition, GCT employs a dual-pronged approach to the market that focuses on both operators and OEM/ODM customers in order to facilitate design wins of GCT’s products. Under this approach, GCT relies on key relationships with wireless operators to help create strong endorsement of GCT’s products to OEM/ODM customers. If GCT is not able to develop and maintain GCT’s relationships with wireless operators, GCT’s sales of products to OEM/ODM customers would likely be adversely affected. Further, if GCT is not able to provide wireless operators with access to leading OEMs/ODMs that can deliver GCT’s solutions in volume, or if these operators choose not to work with GCT’s OEM/ODM customers, it may make it more difficult for GCT to achieve design wins and cause a delay in the deployment of GCT’s products, which may have an adverse effect on GCT’s business, financial condition and results of operations.

If GCT is unable to compete effectively, GCT may not increase or maintain GCT’s revenue or market share.

Competition in the wireless semiconductor business continues to increase at a rapid pace as consumers, businesses and governments realize the market potential of wireless products and services. To remain competitive, companies must have highly trained engineering talent and make significant capital investments over long development cycles. GCT may not be able to compete successfully against current or potential competitors. If GCT does not compete successfully, GCT’s revenue and market share may decline. GCT faces or expects to face competition from established semiconductor companies such as Altair Semiconductor (a Sony Corporation subsidiary), ASR, HiSilicon Technologies (a Huawei subsidiary), Mediatek, Qualcomm Incorporated, Samsung Electronics Co. Ltd., Unisoc (includes Spreadtrum Communications and RDA) and Sequans Communications S.A.

Some of GCT’s competitors have longer operating histories and customer relationships, significant legacy products and technologies, greater resources and brand recognition, more industry influence and a larger customer base than GCT. This may allow them to respond more quickly than GCT to new or emerging technologies or changes in customer requirements and to provide backward compatibility in their products as required by some operators. In addition, these competitors may have greater credibility with GCT’s existing and potential customers. Moreover, GCT’s competitors may have been doing business with customers for a longer period of time and have established relationships, which may provide them with information regarding future trends and requirements that may not be available to GCT. In addition, some of GCT’s larger competitors may be able to provide greater incentives to customers through rebates, marketing funds and similar programs. Some of GCT’s competitors may also adopt aggressive or predatory pricing policies to offset what GCT believes are the performance and cost advantages of GCT’s solutions. GCT’s competitors with multiple product lines may bundle their products to offer a broader product portfolio or integrate wireless functionality into other products that GCT does not sell, which may make it difficult for GCT to gain or maintain market share.

GCT’s ability to compete will depend on a number of factors, including:

•

GCT’s ability to anticipate market and technology trends and successfully develop products that meet market needs;

•

GCT’s success in identifying and penetrating new markets, applications and customers;

•

GCT’s ability to accurately understand the price points and performance metrics of competing products in the marketplace;

•

GCT’s products’ performance and cost-effectiveness relative to that of competitors’ products;

•

GCT’s ability to develop and maintain relationships with wireless operators, base station suppliers and OEM/ODM customers;

•

GCT’s ability to expand international operations in a timely and cost-efficient manner;

•

GCT’s ability to secure sufficient manufacturing capacity and deliver products in large volume on a timely basis at competitive prices;

23

•

GCT’s ability to participate in or influence the process for setting wireless industry standards;

•

GCT’s ability to conform to industry standards on a timely basis, while developing new and proprietary technologies to offer products and features previously not available in the 4G and 5G markets;

•

GCT’s ability to recruit design and application engineers with expertise in wireless broadband communications technologies and sales and marketing personnel; and

•

GCT’s ability to obtain third-party licenses for supporting technologies to develop new products.

GCT’s potential competitors may also establish cooperative relationships among themselves or with third parties, acquire companies that provide similar products to GCT’s, or consolidate with other competitors. As a result, new competitors or alliances between GCT’s competitors may emerge that could acquire significant market share. In addition, future development efforts by GCT’s competitors could render GCT’s products obsolete. Any of these factors, alone or in combination with others, could harm GCT’s business and result in a loss of market share, an increase in pricing pressure or inability to achieve and sustain profitability.

GCT may not be able to manage the growth of its business, including the hiring of a sufficient number of qualified personnel and enhancing its operational infrastructures.

GCT’s future operating results depend to a large extent on GCT’s ability to successfully manage any expansion and growth. To manage GCT’s growth successfully and handle the responsibilities of being a public company, GCT believes it must effectively, among other things:

•

recruit, hire, train and manage additional qualified engineers for GCT’s research and development activities, especially in the positions of design engineering, product and test engineering, and applications engineering;

•

add additional sales personnel and expand sales offices;

•

add additional finance and accounting personnel;

•

implement and improve GCT’s administrative, financial and operational systems, procedures and controls; and

•

enhance GCT’s information technology support for enterprise resource planning and design engineering by adapting and expanding GCT’s systems and tool capabilities, and properly training new hires as to their use.

GCT is increasing its investment in research and development, sales and marketing, general and administrative and other functions to grow GCT’s business. GCT is likely to incur the costs associated with these increased investments earlier than achieving some of the anticipated benefits, and the return on these investments, if any, may be lower than GCT expects, may develop more slowly than GCT expects or may not materialize. If GCT is unable to manage GCT’s growth effectively, GCT may not be able to take advantage of market opportunities or develop new products, and GCT may fail to satisfy customer requirements, maintain product quality, execute GCT’s business plan, or respond to competitive pressures.

GCT relies on a small number of customers for a significant percentage of its revenue, and the loss of, or a reduction in, orders from these customers could result in a substantial decline in its revenue.

GCT sells its products to OEM/ODM customers either directly or indirectly through distributors. GCT depends on a small number of customers for a large percentage of GCT’s annual revenue. Sales to GCT’s five largest OEM/ODM end customers (including direct sales and indirect sales through distributors) accounted for approximately 74% and 83% of GCT’s total revenue during the fiscal year ended December 31, 2022 and 2021, respectively, and 78% for the nine months ended September 30, 2023. Sales through GCT’s six largest distributors accounted for approximately 48% and 52% of GCT’s total revenue for the year ended December 31, 2022 and 2021, respectively, and 29% for the nine months ended September 30, 2023. GCT entered into distribution agreements with such distributors and each of these agreements is currently effective and will remain effective unless terminated early by either party by providing advance written notice to the other party.

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GCT expects that sales to a limited number of customers will continue to account for a significant percentage of GCT’s revenue for the foreseeable future. Additionally, consolidation among OEMs in some of GCT’s markets could result in an increased concentration in GCT’s sources of revenue. It is possible that any of GCT’s major customers could terminate its purchasing arrangements with GCT or significantly reduce or delay the amount of GCT’s products that it orders, purchase products from GCT’s competitors or develop its own products internally. The loss of, or a reduction in, orders from any major customer could cause a decline in revenue and adversely affect GCT’s business, financial condition and results of operations.

GCT may fail to forecast customer demand for GCT’s products accurately, which may result in product shortages, delays in product shipments or excess or insufficient product inventory.

All of GCT’s sales are made on a purchase order basis which permit GCT’s customers to cancel, change or delay product purchase commitments with little or no notice to GCT and without penalty. Because production lead times often exceed the amount of time required to fulfill orders, GCT often must manufacture in advance of orders, relying on a demand forecast to project volumes and product mix. GCT’s ability to accurately forecast demand can be adversely affected by a number of factors, including inaccurate forecasting by GCT’s customers, changes in market conditions, adverse changes in GCT’s product order mix and demand for GCT’s customers’ products. Even after an order is received, GCT’s customers may cancel or reduce these orders, or require GCT to reduce the prices of GCT’s product. In addition, a customer may delay an order for GCT’s products even after it has been placed. These cancellations, reductions, or price changes may subject GCT to a number of risks, including the following:

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GCT’s projected sales will not materialize on schedule or at all;

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unanticipated reduction in revenue and net profit; and

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increase in excess or obsolete inventory which GCT may be unable to sell to other customers.

Alternatively, if GCT is unable to project customer requirements accurately, GCT may not manufacture sufficient semiconductor solutions, which could lead to delays in product shipments and lost sales opportunities in the near term, as well as force GCT’s customers to identify alternative sources, which could affect GCT’s ongoing relationships with these customers. In the past, GCT has experienced customers significantly increasing their orders with little or no advance notice. If GCT does not fulfill customer demands in a timely manner, GCT’s customers may cancel their orders, or may decide not to order from GCT in the future. In addition, GCT may be subject to customer claims for cost of replacement. Either underestimating or overestimating demand could lead to insufficient, excess or obsolete inventory, which could harm GCT’s business, financial condition, results of operations, as well as GCT’s customer relationships.

GCT does not have long-term capacity agreements with GCT’s foundries and they may not allocate sufficient capacity to allow GCT to meet future demands for GCT’s products, and there is no guarantee that GCT will be able to secure capacity agreements in the future.

GCT currently does not have long-term capacity agreements with GCT’s main foundries, UMC and Samsung LSI, primarily because historically GCT has placed only a limited quantity of orders. Accordingly, GCT’s foundries are not obligated to perform services or supply wafers to GCT for any specific period, in any specific quantities, or at any specific price, except as may be provided in a particular purchase order. Foundry capacity allocated to GCT has in the past been reduced due to strong demand by other foundry customers. The ability of GCT’s foundry vendors to provide GCT with semiconductor products is limited by available capacity and existing obligations. Because none of GCT’s third-party foundries has provided contractual assurances to GCT that ensure adequate capacity will be available to GCT to meet future demand for GCT’s products, foundry capacity may not be available when GCT need it or at reasonable prices. The foundries may allocate capacity to the production of other companies’ products while reducing deliveries to GCT on short or without notice. In particular, GCT’s foundries may reallocate capacity to other customers that are larger and better financed than GCT or that have long-term agreements with GCT’s foundry during a period of high demand. In addition, GCT expects that GCT may need to secure additional capacity from GCT’s foundries in the immediate future to support increasing demand for GCT’s products, and there is no guarantee that GCT will be able to secure this increased capacity to meet its needs.

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As GCT continues to grow GCT’s business, GCT intends to negotiate long-term supply agreements with GCT’s main foundries in order to secure capacity commitment. There can be no assurance that GCT will be able to negotiate these agreements successfully or in a timely fashion, or that any agreements GCT enter into will provide GCT with favorable pricing or sufficient capacity to meet GCT’s customer demand. GCT’s failure to secure suitable long-term capacity agreements with GCT’s foundries may limit GCT’s ability to expand GCT’s market and may have an adverse effect on GCT’s business, financial condition and results of operations.

Any increase in the manufacturing cost of GCT’s products could reduce GCT’s gross margins and operating profit.

The semiconductor business experiences ongoing competitive pricing pressure from customers and competitors. Accordingly, any increase in the cost of GCT’s products, whether by adverse changes in purchase price or adverse manufacturing cost, will reduce GCT’s gross margins and operating profit. In general, GCT does not have long-term supply agreements with GCT’s foundry, test, assembly and other vendors other than a framework agreement with UMC. As a result, GCT typically negotiates pricing on a purchase order basis. Therefore, GCT may not be able to obtain price reductions or anticipate or prevent future price increases from GCT’s suppliers. There is no assurance that GCT’s manufacturing suppliers will be able to deliver raw materials, goods and services to GCT at reasonable prices and the required volume. These and other related factors could impair GCT’s ability to meet GCT’s customers’ needs and have an adverse effect on GCT’s operating results.

If GCT’s foundry vendors do not achieve satisfactory yields or quality, GCT’s reputation, customer relationships and financial performance could be harmed.

The fabrication of chipsets is a complex and technically demanding process. Minor deviations in the manufacturing process can cause substantial decreases in yields, and in some cases, cause production to be suspended. GCT’s foundry vendor could, from time to time, experience manufacturing defects and reduced manufacturing yields. Changes in manufacturing processes or the inadvertent use of defective or contaminated materials by GCT’s foundry vendor could result in lower than anticipated manufacturing yields or unacceptable performance. Many of these problems are difficult to detect at an early stage of the manufacturing process and may be time consuming and expensive to correct. Poor yields from GCT’s foundry vendor, or defects, integration issues or other performance problems in GCT’s products could cause GCT significant customer relations and business reputation problems, harm GCT’s financial results and result in financial or other damages to GCT’s customers. GCT’s customers could also seek damages from GCT for their losses. A product liability claim brought against GCT, even if unsuccessful, would likely be time consuming and costly to defend.

GCT’s semiconductor solutions are manufactured at a limited number of locations. If GCT experiences manufacturing problems at a particular location, GCT would be required to transfer manufacturing to a backup location or supplier. Converting or transferring manufacturing from a primary location or supplier to a backup fabrication facility could be expensive and may not be completed for an extended period of time. During such a transition, GCT would be required to meet customer demand from GCT’s then-existing inventory, as well as any partially finished goods that can be modified to the required product specifications. GCT does not seek to maintain sufficient inventory to address a lengthy transition period because GCT believes it is not economical to keep more than minimal inventory on hand. As a result, GCT may not be able to meet customer needs during a transition, which could delay shipments, cause a production delay or stoppage for GCT’s customers, result in a decline in GCT’s sales and damage GCT’s customer relationships. In addition, a significant portion of GCT’s sales are to customers that practice just-in-time order management from their suppliers which gives GCT a very limited amount of time to process and complete these orders. As a result, delays in GCT’s production or shipping by the parties to whom GCT outsource these functions could reduce GCT’s sales, damage GCT’s customer relationships and GCT’s reputation in the marketplace, any of which could harm GCT’s business, results of operations and financial condition.

GCT may experience difficulties in transitioning to new wafer fabrication process technologies or in achieving higher levels of design integration, which may result in reduced manufacturing yields, delays in product deliveries or increased costs.

GCT currently uses standard 110-nanometer, 40-nanometer and 28-nanometer standard RF, mixed-signal and digital CMOS production processes. GCT is also developing GCT’s next generation of products

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using 8-nanometer process technology. To remain competitive, GCT expects to continue to transition GCT’s semiconductor products to progressively smaller geometries and to achieve higher levels of design integration. These ongoing efforts require GCT from time to time to modify the manufacturing processes for GCT’s products and to redesign some products, which in turn may result in delays in product deliveries. GCT periodically evaluates the benefits of migrating to new process technologies to reduce cost and improve performance. GCT may face difficulties, delays and increased expenses as GCT transitions its products to new processes and potentially to new foundries. GCT depends on GCT’s relationships with its existing wafer foundries to transition to new processes successfully. There is no assurance that these foundries will be able to effectively manage the transition or that GCT will be able to maintain GCT’s relationship with them or develop relationships with new foundries. In addition, as new processes become more prevalent, GCT expects to continue to integrate greater levels of functionality, as well as end customer and third-party intellectual property, into GCT’s products. However, GCT may not be able to achieve higher levels of design integration or deliver new integrated products on a timely basis. If GCT or GCT’s wafer foundries experience significant delays in transitioning to smaller geometries or fail to efficiently implement transitions and new processes, GCT could experience reduced manufacturing yields, delays in product deliveries and increased costs, any or all of which could harm GCT’s relationships with GCT’s customers, and GCT’s business, financial condition and operating results.

The complexity of GCT’s semiconductor solutions could result in unforeseen delays or expenses from undetected defects, errors or bugs in hardware or software, which could reduce the market acceptance for GCT’s new semiconductor solutions.

Highly complex semiconductor solutions, such as GCT’s, frequently contain defects, errors and bugs when they are first introduced or as new versions are released. GCT has in the past and may in the future experience these defects, errors and bugs. If any of GCT’s semiconductor solutions have reliability, quality, or compatibility problems, GCT may not be able to successfully correct these problems in a timely manner or at all. In addition, if any of GCT’s proprietary features contain defects, errors or bugs when first introduced or as new versions are released, GCT may be unable to correct these problems. Consequently, GCT’s reputation may be damaged and customers may be reluctant to buy GCT’s semiconductor solutions, which could harm GCT’s ability to retain existing customers and attract new customers, as well as GCT’s financial results. In addition, these defects, errors or bugs could interrupt or delay sales to GCT’s customers. If any of these problems are not found until after GCT has commenced commercial production of a new semiconductor solution, GCT may be required to incur additional development costs and product recalls, repairs or replacement costs. These problems may also result in claims against GCT by GCT’s customers or others.

GCT has a history of losses, and GCT may not achieve or sustain profitability in the future, on a quarterly or annual basis.

GCT began operations in 1998 and has incurred losses on an annual basis since inception. GCT experienced net losses of $26.8 million and $26.4 million during the years ended December 31, 2021 and 2022, respectively and $12.3 million for the nine months ended September 30, 2023. As of September 30, 2023, GCT had an accumulated deficit of approximately $539.5 million and negative working capital of approximately $99.6 million. GCT had short-term debt in the amount of $18.3 million in borrowings as of December 31, 2022 and $43.6 million in borrowings as of September 30, 2023. GCT expects to incur significant expenses related to the research and development of GCT’s products and expansion of GCT’s business. Furthermore, the rapidly evolving wireless communications markets in which GCT sells its products, as well as other factors, make it difficult for GCT to forecast quarterly and annual revenue accurately. As a result, GCT could experience cash flow management problems, unexpected fluctuations in GCT’s results of operations and other difficulties, any of which would make it difficult for GCT to meet its debt obligations and achieve and maintain profitability.

In addition, as a public company, GCT will also incur significant legal, accounting and other expenses that GCT did not incur as a private company. As a result of these increased expenditures, GCT will be required to generate and sustain substantially increased revenue to achieve profitability. However, GCT may not be able to generate sufficient level of revenue to achieve or maintain profitability, in which case it will

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continue to incur significant losses in the future. GCT’s inability to achieve and sustain profitability may have an adverse effect on the market price of GCT’s common stock.

In addition, GCT has incurred significant operating losses and needs to raise additional capital to meet its obligations and sustain its operations. The audit report of GCT’s independent registered public accounting firm for the year ended December 31, 2022 and 2021 contains a statement that GCT’s historic operating losses, negative cash flow and negative working capital raise substantial doubt about its ability to continue as a going concern. Management’s evaluation of the events and conditions and its plans regarding these matters are described in Note 1 of GCT’s consolidated financial statements included elsewhere in this prospectus. Accordingly, if GCT does not generate sufficient level of revenue or become profitable, it will be required to seek other sources of funding, such as issuance of equity or debt securities to raise capital. Any such financings may not be accessible on acceptable terms, if at all. The failure to raise additional capital or otherwise obtain funding for GCT’s operation will have a material adverse effect on GCT’s business, results of operations and financial position, and may adversely affect GCT’s ability to continue as a going concern.

Risks Related to GCT’s Industry and Regulatory Environment

The semiconductor and communications industries are cyclical and have historically experienced significant fluctuations with prolonged downturns, which could impact GCT’s operating results, financial condition and cash flows.

The semiconductor industry has historically exhibited a pattern of cyclicality, which at various times has included significant downturns in customer demand. Cyclical downturns can result in substantial declines in semiconductor demand, production overcapacity, high inventory levels and accelerated erosion of average selling prices. Such downturns result from a variety of market forces including constant and rapid technological change, quick product obsolescence, price erosion, evolving standards, short product life cycles and wide fluctuations in product supply and demand.

Recently, downturns in the semiconductor industry have been attributed to a variety of factors including the COVID-19 pandemic, ongoing trade disputes between the United States and China, weakness in demand and pricing for semiconductors across applications, and excess inventory. In addition, since the end of 2022, the semiconductor industry has experienced a downturn due to inventory corrections and reduced consumer demands. These downturns have directly impacted GCT’s business, suppliers, distributors and end customers.

Because a significant portion of GCT’s expenses is fixed in the near term or is incurred in advance of anticipated sales, GCT may not be able to reduce its expenses rapidly enough to offset any unanticipated shortfall in revenue. If this situation were to occur, it could adversely affect GCT’s operating results, cash flow and financial condition. Furthermore, the semiconductor industry has periodically experienced increased demand and production constraints. If this happens in the future, GCT may not be able to produce sufficient quantities of its products to meet the increased demand. GCT may also have difficulty in obtaining sufficient wafer, assembly and test resources from GCT’s subcontract manufacturers. Any factor adversely affecting the semiconductor industry in general, or the particular segments of the industry that GCT’s products target, may adversely affect GCT’s ability to generate revenue and could negatively impact GCT’s operating results.

The wireless communications industry has, in the past, experienced pronounced downturns, and these cycles may continue in the future. A future decline in global economic conditions could have adverse, wide-ranging effects on demand for GCT’s products and for the products of GCT’s customers, particularly wireless communications equipment manufacturers or other members of the wireless industry, such as wireless network operators. Inflation, deflation and economic recessions that adversely affect the global economy and capital markets also adversely affect GCT’s customers and end consumers. For example, GCT’s customers’ ability to purchase or pay for GCT’s products and services, obtain financing and upgrade wireless networks could be adversely affected, which may lead to many networking equipment providers slowing their research and development activities, canceling or delaying new product development, reducing their inventories and taking a cautious approach to acquiring GCT’s products, which would have a significant negative impact on GCT’s business. If this situation were to occur, it could adversely affect GCT’s operating

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results, cash flow and financial condition. In the future, any of these trends may also cause GCT’s operating results to fluctuate significantly from year to year, which may increase the volatility of the price of GCT’s stock.

The wireless and consumer electronics industry is characterized by short product cycles, significant fluctuations in supply and demand, and rapidly changing technologies, and GCT may not be able to meet these challenges successfully or consistently.

A substantial portion of GCT’s products is incorporated into wireless and consumer electronics industry. The wireless and consumer electronics industry into which GCT sell its products are characterized by high growth, short product cycles, significant fluctuations in supply and demand, and rapidly changing technologies. In order to remain competitive, wireless and consumer electronics manufacturers must continuously develop new technologies, deliver new products and otherwise adjust their business strategies to meet these challenges. GCT may not be able to implement the necessary measures timely, or if at all, to mitigate these industry-wide forces. For example, GCT may not be able to timely reduce its expenses to offset the impact of lower revenue in a cyclical downturn due to a reduction in demand, or it may be difficult for GCT to quickly shift the direction of GCT’s research and development efforts in response to new market requirements. GCT’s failure to do so could have an adverse effect on its financial condition and results of operations.

Changes in current laws or the imposition of new laws regulating the wireless networks and radio frequency emission could impede the sale of GCT’s products or otherwise harm GCT’s business.

Wireless networks can only operate in the frequency bands, or spectrum, allowed by regulators and in accordance with rules governing how the spectrum can be used. The Federal Communications Commission, or the FCC, in the United States, as well as regulators in foreign countries, have broad jurisdiction over the allocation of frequency bands for wireless networks. GCT therefore relies on the FCC and international regulators to provide sufficient spectrum and usage rules. For example, countries such as China, Taiwan, Japan, or Korea heavily regulate all aspects of their wireless communication industries and may restrict spectrum allocation or usage. If further restrictions were to be imposed over the frequency range where GCT’s semiconductor solutions are designed to operate, GCT may have difficulty in selling GCT’s products in those regions. In addition, GCT’s semiconductor solutions operate in the 2 and 3 gigahertz, or GHz, band, which in some countries is also used by government and commercial services such as military and commercial aviation. The FCC and European regulators have traditionally protected government uses of the 2 and 3 GHz bands by setting power limits and indoor and outdoor designation and requiring that wireless local area networking devices not interfere with other users of the band such as government and civilian satellite services. Changes in current laws or regulations or the imposition of new laws and regulations in the United States or elsewhere regarding the allocation and usage of the 2 and 3 GHz band on GCT, GCT’s customers or the industries in which GCT operates may materially and adversely impact the sale of GCT’s products and GCT’s business, financial condition and results of operations.

The large amount of capital required to obtain radio frequency licenses, deploy and expand wireless networks and obtain new subscribers could slow the growth of the wireless communications industry and adversely affect GCT’s business.

GCT’s growth is dependent upon the increased use of wireless communications services that utilize GCT’s technology. In order to provide wireless communications services, wireless operators must obtain rights to use specific radio frequencies. The allocation of frequencies is regulated in the United States and other countries throughout the world, and limited spectrum space is allocated to wireless communications services. Industry growth may be affected by the amount of capital required to obtain licenses to use new frequencies, deploy wireless networks to offer voice and data services, expand wireless networks to grow voice and data services and obtain new subscribers. The significant cost of licenses, wireless networks and subscriber additions may slow the growth of the industry if wireless operators are unable to obtain or service the additional capital necessary to implement or expand 4G/5G wireless networks. GCT’s growth could be adversely affected if this occurs.

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GCT may experience a decrease in market demand due to uncertain economic conditions in the United States and in international markets, which has been further exacerbated by the concerns of terrorism, war and social and political instability.

Economic growth in the United States and international markets has slowed significantly. The uncertainty in the economic environment may contribute to the volatility in the United States stock markets, which has experienced significant fluctuations recently. In addition, terrorist attacks in the United States and turmoil in the Middle East, including the recent war between Israel and Hamas, have increased the uncertainty in the United States economy and may contribute to a decline in economic conditions, both domestically and internationally. Terrorist acts and similar events, or war in general, could contribute further to a slowdown of the market demand for goods and services, including demand for GCT’s products. If the economy declines as a result of the recent economic, political and social turmoil, including any potential default or downgrade in the rating of United States debt obligations, or if there are further terrorist attacks in the United States or elsewhere, GCT may experience decreases in the demand for GCT’s products and services, which may harm GCT’s operating results.

Rapidly changing standards could make GCT’s semiconductor solutions obsolete, which would cause GCT’s operating results to suffer.

GCT designs its semiconductor solutions to conform to standards set by industry standards bodies, including the Institute of Electrical and Electronics Engineers, Inc., or IEEE, and the 3rd Generation Partnership Project, or 3GPP. GCT also depends on industry groups, such as the WiMAX Forum, to certify and maintain certification of GCT’s semiconductor solutions. If GCT’s customers adopt new or competing industry standards with which GCT’s semiconductor solutions are not compatible, or such industry groups fail to adopt standards with which GCT’s semiconductor solutions are compatible, GCT’s existing semiconductor solutions would become less desirable to GCT’s customers and GCT’s sales would suffer. The emergence of markets for GCT’s products is affected by a variety of factors beyond GCT’s control. In particular, GCT’s semiconductor solutions are designed to conform to current specific industry standards. Competing standards may emerge that are preferred by GCT’s customers, which could also reduce GCT’s sales and require GCT to make significant expenditures to develop new semiconductor solutions. Governments and foreign regulators may adopt standards with which GCT’s semiconductor solutions are not compatible, favor alternative technologies or adopt stringent regulations that would impair or make commercially unviable the deployment of GCT’s semiconductor solutions. In addition, products that implement existing standards may be challenged as infringing upon third-party intellectual property rights and may become obsolete.

Changes in, and the regulatory implementation of, tariffs or other government trade policies or political conditions could reduce demand for GCT’s products, limit its ability to sell its products to certain customers or its ability to comply with applicable laws and regulations.

Changes in government trade policies, including the imposition of tariffs and export restrictions, have limited and could continue to limit GCT’s ability to sell or provide its products and other items to certain customers and suppliers, which may materially adversely affect GCT’s sales and results of operations.

The U.S. or foreign governments have taken and may continue to take administrative, legislative or regulatory action that could materially interfere with GCT’s ability to export, reexport, import and transfer products and other items to certain countries, particularly China. For example, the imposition of tariffs has resulted in higher duties owed on certain products that are imported from China to the United States.

Furthermore, GCT has experienced and may continue to experience restrictions on its ability to export, reexport, and transfer GCT’s products and other items to certain foreign customers and suppliers where exports, reexports, or transfers of products require export licenses or are prohibited by government action. The U.S. government has in the past imposed export restrictions that effectively banned American companies from exporting, reexporting, and transferring products to certain of GCT’s customers, and imposed significant restrictions on the ability to obtain export licenses for its products. Such restrictions could have a continuing negative impact on GCT’s future revenue and results of operations. In addition, GCT’s customers or suppliers affected by U.S. government sanctions or threats of sanctions may respond by developing their own solutions to replace GCT’s products or by adopting GCT’s foreign competitors’

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solutions and products. Importantly, governments like China have the ability to impose countermeasures in reaction to increasing U.S. government sanctions and restrictions imposed on their companies which may impact GCT’s operations and future revenue as the compliance landscape becomes more challenging.

GCT cannot predict what further actions may ultimately be taken with respect to tariffs, export restrictions or other trade measures between the U.S. and China or other countries, what products or entities may be subject to such actions, or what actions may be taken by other countries in response. The loss of foreign customers or suppliers or the imposition of restrictions on GCT’s ability to sell or transfer products to such customers or suppliers as a result of tariffs, export restrictions or other U.S. regulatory actions could materially adversely affect GCT’s sales, business and results of operations.

GCT’s ability to compete is affected by certain regulatory developments that historically has benefited GCT’s products, including regulatory restrictions against distribution of similar products by Chinese companies, and changes in such regulatory requirement may adversely affect GCT’s sales.

GCT’s ability to compete and sell its products may be affected by certain regulatory developments that restrict other competitors to sell into the same markets as those served by GCT’s products. Specifically, regulatory and government agencies in various jurisdictions, including the U.S., the EU, South Korea and Japan have implemented rules and regulations that limit Chinese companies from selling and distributing certain products due to concerns that China may gain access to sensitive and advanced technologies for the development and manufacturing of next-generation semiconductor products. Such regulations may include export control regulations, restriction on transfer of intellectual property and other restrictions on commercial activities and strategic transactions by Chinese companies. While GCT has benefited from such regulations in the past, there is no guarantee that these regulations will continue. If regulatory and government agencies decide to relax or modify these regulations to permit more companies that compete with GCT to enter into the same market, GCT’s business operations and financial performance may be adversely affected.

GCT’s operating results may fluctuate from period to period and difficulty in predicting GCT’s quarterly operating results could cause the market price of GCT’s common stock to decline.

GCT’s revenue and operating results have fluctuated significantly from period to period in the past and will do so in the future. As a result, you should not rely on period-to-period comparisons of GCT’s operating results as an indication of GCT’s future performance. In future periods, GCT’s revenue and results of operations may be below the expectations of analysts and investors, which could cause the market price of the common stock to decline.

Factors that may cause GCT’s operating results to fluctuate include but are not limited to:

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changes in the size, growth or growth prospects of the 5G markets;

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timing and success of commercial deployments of and upgrades to 4G and the next generation 5G wireless networks;

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GCT’s ability to develop and sell new products and penetrate into new markets;

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GCT’s ability to successfully design and release new products in a timely manner that meet GCT’s customers’ needs;

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the timing of customer orders and the delivery of GCT’s products;

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the timing of product announcements by competitors or GCT;

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changes in the competitive dynamics of GCT’s market, including new entrants or pricing pressures, and GCT’s ability to compete in the 4G LTE and 5G markets;

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changes in the pricing of GCT’s products and any discounts or rebates that GCT offers to customers;

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costs associated with litigation, especially related to intellectual property and securities class actions;

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costs associated with any violation of the U.S. Foreign Corrupt Practices Act, the United Kingdom Bribery Act, or other similar foreign laws;

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reductions in orders and cancellations by GCT’s major customers;

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changes in manufacturing costs, including wafer, test and assembly costs;

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the impact of rising inflation and interest rates on consumer demand for electronic products;

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availability of adequate manufacturing capacity for GCT’s products; and

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general economic conditions globally and in regions where GCT operates.

Moreover, sales of GCT’s semiconductor solutions fluctuate from period to period due to cyclicality in the semiconductor industry and the short product life cycles and wide fluctuations in product supply and demand characteristics of this industry. GCT expects these cyclical conditions to continue. Due to GCT’s limited operating history, GCT has yet to experience an established pattern of seasonality. However, business activities in Asia generally slowdown in the first quarter of each year during the lunar new year period, which could harm GCT’s sales and results of operations during the period. GCT’s expense levels are relatively fixed in the short-term and are based, in part, on GCT’s future revenue projections. If revenue levels are below GCT’s expectations, GCT may experience declines in margins and profitability or incur a loss from its operations. As a result, GCT’s quarterly operating results are difficult to predict, even in the near term, which may result in GCT’s revenue and results of operations being below the expectations of analysts and investors, and which could cause the market price of the stock to decline.

Risks Related to Intellectual Property Rights

GCT’s failure to protect its intellectual property rights adequately could impair its ability to compete effectively or to defend itself from litigation.

GCT’s intellectual property rights and those of its subsidiaries, including trademarks, patents, copyrights, trade secrets and domain names, are important to its business and that of its subsidiaries. GCT cannot guarantee that its intellectual property rights will not be infringed or that registrations already granted will not be subject to invalidity claims by third parties in administrative or judicial proceedings. GCT relies on applicable laws and regulations, as well as a variety of administrative procedures, to protect its intellectual property.

Furthermore, contractual arrangements and other measures taken by GCT to protect its intellectual property may not prevent third parties from infringing or misappropriating its intellectual property or from independently developing intellectual property rights equivalent to or greater than GCT’s. In addition, GCT may not discover or determine the extent of any unauthorized use of its intellectual property rights. Any failure to adequately protect or enforce its intellectual property rights, or significant costs incurred in doing so, would materially harm its business.

In addition, if any of its intellectual property rights are challenged in court and in the event of an unfavorable court decision, GCT and its subsidiaries may be prohibited from continuing to use them. If GCT and its subsidiaries are unable to protect its property rights, this may have a material adverse effect on its business.

The enforcement and protection of GCT’s intellectual property may be expensive, could fail to prevent misappropriation or unauthorized use of its intellectual property, could result in the loss of its ability to enforce one or more patents, and could be adversely affected by changes in patent laws, by laws in certain foreign jurisdictions that may not effectively protect GCT’s intellectual property and by ineffective enforcement of laws in such jurisdictions.

GCT relies primarily on patent, trademark, trade secret and similar laws, as well as nondisclosure and confidentiality agreements, international treaties and other methods, to protect its intellectual property and proprietary information. Enforcing GCT’s intellectual property against misappropriation, infringement or unauthorized use may be costly, difficult and time consuming. GCT cannot be certain that the steps it has taken and will take in the future will prevent the misappropriation, infringement or unauthorized use of its products, technologies or intellectual property, particularly in foreign countries where the laws may not protect its rights as fully or as readily as United States laws or where the enforcement of such laws may be lacking or ineffective.

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GCT generally enters into confidentiality agreements with its employees, consultants, strategic partners and any other third party it does business with, where its relationship with such parties may entail disclosure of its confidential information. GCT also tries to control access to and distribution of its technologies, documentation and other proprietary information. Despite these efforts, internal or external parties may attempt to copy, disclose, obtain or use GCT’s products or technology without its authorization. Also, former employees may seek employment with GCT’s business partners, customers or competitors, and may improperly use its proprietary information for the benefit of or in connection with their new employer.

GCT may be subject to claims of infringement or misappropriation of third-party intellectual property rights, and any such infringement or other intellectual property claim made against GCT, whether or not it has merit, could be time-consuming, result in costly litigation, cause product delays, or require GCT to enter into royalty or licensing agreements.

GCT’s competitors and other third parties hold numerous patents related to technology used in its industry, and may hold or obtain patents, copyrights, trademarks or other intellectual property rights that could prevent, limit, or interfere with GCT’s ability to make, use, develop, sell or market GCT’s products and services, which could make it more difficult for GCT to operate its business. From time to time GCT may be subject to claims of infringement, misappropriation or other violation of patents or other intellectual property rights and related litigation. Regardless of their merit, responding to such claims can be time consuming, can divert management’s attention and resources, and may cause GCT to incur significant expenses in litigation or settlement, and GCT cannot be certain that it would be successful in defending against any such claims in litigation or other proceedings. If GCT does not successfully defend or settle an intellectual property claim, it could be liable for significant monetary damages and could be prohibited from continuing to use certain technology, business methods, content or brands, and from making, selling or incorporating certain components or intellectual property into the products and services GCT offers. As a result, GCT could be forced to redesign its products and services, and/or to establish and maintain alternative branding for GCT’s products and services. To avoid litigation or being prohibited from marketing or selling the relevant products or services, GCT could seek a license from the applicable third party, which could require it to pay significant royalties, licensing fees, or other payments, increasing GCT’s operating expenses. If a license is not available at all or not available on reasonable terms, GCT may be required to develop or license a non-violating alternative, either of which could be infeasible or require significant effort and expense. If GCT cannot license or develop a non-violating alternative, GCT would be forced to limit or stop sales of its offerings and may be unable to effectively compete. Moreover, there could be public announcements of the results of hearings, motions or other interim proceedings or developments and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price of GCT Common Stock. Any of these results could materially and adversely affect its business, financial condition and results of operations and prospects. Finally, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention, any of which could have a material adverse effect on GCT’s business, financial condition and results of operations.

GCT’s failure to comply with obligations under open source licenses could require GCT to release GCT’s source code to the public or cease distribution of GCT’s products, which could harm GCT’s business, financial condition and results of operations.

Some of the software used with GCT’s products, as well as that of some of GCT’s customers, may be derived from so-called “open source” software that is generally made available to the public by its authors and/or other third parties. This open source software is often made available to GCT under licenses, such as the GNU General Public License, which impose certain obligations on GCT in the event GCT were to make available derivative works of the open source software. These obligations may require GCT to make source code for the derivative works available to the public, and/or license such derivative works under a particular type of license, rather than the forms of license customarily used to protect GCT’s intellectual property. In addition, there is little or no legal precedent for interpreting the terms of certain of these open source licenses, including the determination of which works are subject to the terms of such licenses. While GCT believes it has complied with its obligations under the various applicable licenses for open source software, in the event the copyright holder of any open source software were to successfully establish in court that GCT had not complied with the terms of a license for a particular work, GCT could be required to

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release the source code of that work to the public and/or stop distribution of that work, which may adversely affect GCT’s business, financial condition and results of operations.

GCT’s failure to protect its intellectual property rights adequately could impair its ability to compete effectively or to defend itself from litigation.

GCT relies primarily on patent, copyright, trademark and trade secret laws, as well as confidentiality and non-disclosure agreements and other methods, to protect GCT’s proprietary technologies and know-how. As of September 30, 2023, GCT holds 35 US patents, 35 Korean patents, 13 Taiwanese patents, 4 Japanese patents, 6 Chinese patents, and 7 patents issued in other countries. Even if the pending patent applications are granted, the rights granted to GCT may not be meaningful or provide GCT with any commercial advantage. For example, these patents could be opposed, contested, circumvented or designed around by GCT’s competitors or be declared invalid or unenforceable in judicial or administrative proceedings. The failure of GCT’s patents to adequately protect GCT’s technology might make it easier for GCT’s competitors to offer similar products or technologies. GCT’s foreign patent protection is generally not as comprehensive as GCT’s U.S. patent protection and may not protect GCT’s intellectual property in some countries where GCT’s products are sold or may be sold in the future. Many U.S.-based companies have encountered substantial intellectual property infringement in foreign countries, including countries where GCT sells products. Even if foreign patents are granted, effective enforcement in foreign countries may not be available.

The legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain and evolving. There is no assurance that others will not develop or patent similar or superior technologies, products or services, or that GCT’s patents, trademarks and other intellectual property will not be challenged, invalidated or circumvented by others.

Unauthorized copying or other misappropriation of GCT’s proprietary technologies could enable third parties to benefit from GCT’s technologies without paying GCT for doing so, which could harm GCT’s business. Monitoring unauthorized use of GCT’s intellectual property is difficult and costly. Although GCT is not aware of any unauthorized use of GCT’s intellectual property in the past, it is possible that unauthorized use of GCT’s intellectual property may have occurred or may occur without GCT’s knowledge. There is no assurance that the steps GCT has taken will prevent unauthorized use of GCT’s intellectual property. GCT’s failure to effectively protect GCT’s intellectual property could reduce the value of GCT’s technology in licensing arrangements or in cross-licensing negotiations. GCT may in the future need to initiate infringement claims or litigation. Litigation, whether GCT is a plaintiff or a defendant, can be expensive, time-consuming and may divert the efforts of GCT’s technical staff and managerial personnel, which could harm GCT’s business, whether or not such litigation results in a determination favorable to GCT. If GCT is unable to protect GCT’s proprietary rights or if third parties independently develop or gain access to GCT’s or similar technologies, GCT’s business, revenue, reputation and competitive position could be harmed.

GCT may not be able to obtain additional patents and the legal protection afforded by any additional patents may not adequately cover the full scope of its business or permit it to gain or keep competitive advantage.

GCT’s ability to obtain additional patents is uncertain and the legal protection afforded by these patents may not adequately protect its rights or permit it to gain or keep competitive advantage. In addition, the specific content required of patents and patent applications that are necessary to support and interpret patent claims can be uncertain due to the complex nature of the relevant legal, scientific and factual issues. Changes in either patent laws or interpretations of patent laws in the United States or elsewhere may diminish the value of GCT’s intellectual property or narrow the scope of its patent protection. Even if patents are issued regarding GCT’s products and processes, GCT’s competitors may challenge the validity of those patents.

GCT may not be able to obtain reimbursements from GCT’s customers for costs related to research and development activities.

In connection with product development agreements with certain customers, GCT received non-recurring engineering (“NRE”) fees to reimburse costs incurred in the research, development and design of GCT’s products. These arrangements are motivated primarily by the opportunity to engage

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customers and at the same time, jointly progress GCT’s own research and development activities with the associated development compensation. GCT uses these NRE amounts to defray a portion of GCT’s research and development expenses, and it has the effect of reducing GCT’s operating expenses. During the years ended December 31, 2021 and 2022 and the nine months ended September 30, 2023, GCT recognized $6.5 million, $3.7 million, and $3.2 million, respectively, related to these NRE contracts and as a service revenue. Generally, these NRE reimbursements are paid upon the completion of specified milestones in GCT’s product development contracts. However, there is no guarantee that GCT will be able to satisfy these milestones, and failure to do so may delay or prevent GCT from receiving NRE fees. In addition, there is no assurance that GCT will be able to negotiate or obtain NRE reimbursements in future product development agreements, and failure to receive and recognize NRE reimbursements, and any significant reduction in the amount of NRE reimbursements GCT receive, could increase GCT’s operating expenses and adversely affect GCT’s results of operations.

GCT relies upon third parties for supporting technology that is integrated into some of GCT’s products, and if GCT is unable to continue to use this technology and future technology, GCT’s ability to sell technologically advanced products would be limited.

GCT relies on third parties for supporting technology that is integrated into some of GCT’s products. If GCT is unable to continue to use or license on reasonable terms third-party technologies used in some of GCT’s products, GCT may not be able to secure alternatives on a timely basis and GCT’s business could be harmed. Even if GCT is able to secure an alternative license to replace the loss of an existing technology, GCT’s transition to this new technology may require additional time and expenses. Any delay or incurrence of additional costs could have an adverse effect on GCT’s business, financial condition and results of operations.

GCT’s business depends on international customers, suppliers and operations in Asia, which subjects it to additional risks, including increased complexity and costs of managing international operations and geopolitical instability.

GCT relies on, and expects to continue to rely on, customers and suppliers located primarily in the Asia-Pacific region. GCT also have, and will continue to have, research and development facilities in Korea and sales offices in China, Japan, Korea and Taiwan. As a result of GCT’s international focus, GCT is subject to a number of risks, including:

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increased complexity and costs of managing international operations;

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longer and more difficult collection of receivables;

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difficulties in enforcing contracts generally;

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limited protection of GCT’s intellectual property and other assets;

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restrictions on GCT’s ability to export GCT’s technology from the U.S. and other countries;

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compliance with local laws and regulations and unanticipated changes in local laws and regulations, including tax laws and regulations;

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complexities in the accounting and financial management of GCT’s operations;

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trade and foreign exchange restrictions and higher tariffs;

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travel restrictions;

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timing and availability of import and export licenses and other governmental approvals, permits and licenses, including export classification requirements;

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foreign currency exchange fluctuations relating to GCT’s international operating activities;

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transportation delays and limited local infrastructure and disruptions, such as large scale outages or interruptions of service from utilities or telecommunications providers;

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difficulties in staffing international operations;

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adverse changes in economic and political conditions resulting from political instability, acts of terrorism, armed conflict, social unrest, and other circumstances impacting countries in which GCT or GCT’s customers operate, including as a result of any escalation of the current tensions between Taiwan and China;

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the risk of government financed competition;

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local business and cultural factors that differ from GCT’s normal standards and practices;

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differing employment practices and labor issues; and

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regional health issues and natural disasters.

In addition, although GCT does not conduct any business in North Korea, any future increase in political or military tensions between South Korea and North Korea, or between the U.S. and North Korea, may adversely affect GCT’s business, financial condition and results of operations.

GCT’s business operations could be significantly harmed by natural disasters or global epidemics.

GCT has research and development facilities located in San Jose, California which could suffer significant business disruption due to earthquakes. A significant portion of GCT’s products is manufactured by third-party contractors located in the Pacific Rim region, including Taiwan. The risk of an earthquake or tsunami in Taiwan and elsewhere in the Pacific Rim region is significant due to the proximity of major earthquake fault lines to the facilities of GCT’s foundry vendors and assembly and test subcontractors. In the event of an earthquake, GCT’s customers and suppliers may be affected by rolling blackouts, decreased access to raw materials and limited ability to ship inventory. If these conditions persist, GCT may experience delay or cancellation of orders from GCT’s customers if they are unable to obtain adequate supplies of components needed for the manufacture of their products that incorporate GCT’s components. GCT may also experience shortages of key materials required for the assembly of GCT’s own products, which could limit GCT’s ability to manufacture and ship these products. In either event, GCT’s net sales and results of operations could be adversely affected. GCT is not currently covered by insurance against business disruption caused by earthquakes.

GCT’s business could be adversely affected by epidemics or outbreaks such as COVID-19, avian flu or H1N1 flu, also known as swine flu. An outbreak of respiratory virus in the human population, or another similar health crisis, could adversely affect the economies and financial markets of many countries, particularly in Asia. Moreover, any related disruptions to transportation or the free movement of persons could hamper GCT’s operations and force GCT to close GCT’s offices temporarily.

The occurrence of any of the foregoing or other natural or man-made disasters could cause damage or disruption to GCT, GCT’s employees, operations, distribution channels, markets and customers, which could result in significant delays in deliveries or substantial shortages of GCT’s products and adversely affect GCT’s business results of operations, financial condition, or prospects.

Failure to comply with governmental laws and regulations could harm GCT’s business.

GCT’s business is subject to regulation by various federal, state, local and foreign governmental agencies, including agencies responsible for monitoring and enforcing employment and labor laws, workplace safety, product safety, environmental laws, consumer protection laws, anti-bribery laws, import/export controls, federal securities laws and tax laws and regulations. In certain jurisdictions, these regulatory requirements are more stringent than in the United States. It is expected that new environmental laws and regulations will impact GCT’s products and operations, and although GCT cannot predict the ultimate impact of any such changes, they may increase GCT’s operating and manufacturing costs or result in increased penalties, which could harm GCT’s business. Noncompliance with applicable regulations or requirements could subject GCT to investigations, sanctions, mandatory product recalls, enforcement actions, fines, damages, civil and criminal penalties or injunctions. If any governmental sanctions are imposed, or if GCT do not prevail in any possible civil or criminal litigation, GCT’s business, operating results and financial condition could be adversely affected. In addition, GCT may incur significant costs to respond to or

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defend against adverse government proceedings, and these actions may divert GCT’s management’s attention and resources. Enforcement actions and sanctions could harm GCT’s business, operating results and financial condition.

The enactment of legislation implementing changes in the U.S. taxation of international business activities or the adoption of other tax reform policies could materially impact GCT’s financial position and results of operations.

The U.S. government has made public statements indicating that it has made international tax reform a priority, and key members of the U.S. Congress have conducted hearings and proposed new legislation. Recent changes to U.S. tax laws, including limitations on the ability of taxpayers to claim and utilize foreign tax credits and the deferral of certain tax deductions until earnings outside of the United States are repatriated to the United States, as well as changes to U.S. tax laws that may be enacted in the future, could impact the tax treatment of GCT’s foreign earnings. Due to the large and expanding scale of GCT’s international business activities, any changes in the U.S. taxation of such activities may increase GCT’s worldwide effective tax rate and harm GCT’s financial condition, and results of operations.

Risks Related to Ownership of GCT’s Common Stock and GCT’s Corporate Structure

The market price of GCT’s common stock may be volatile, which could cause the value of your investment to decline.

Prior to this Business Combination, GCT Common Stock has not been traded in a public market. GCT cannot predict the extent to which a trading market will develop or how liquid that market might become. The trading price of New GCT Common Stock following the Business Combination is therefore likely to be highly volatile and could be subject to wide fluctuations in price in response to various factors, some of which are beyond GCT’s control. These factors include:

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changes in financial estimates, including GCT’s ability to meet GCT’s future revenue and operating profit or loss projections;

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changes in earnings estimates or recommendations by securities analysts;

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fluctuations in GCT’s operating results or those of GCT’s customers, operators or other semiconductor companies;

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commercial deployment and upgrade of 4G and 5G wireless networks;

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economic developments in the semiconductor or mobile and wireless industries as a whole;

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general economic conditions and slow or negative growth of related markets;

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announcements by GCT or GCT’s customers or competitors of acquisitions, new products, significant contracts or orders, commercial relationships or capital commitments;

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announcements regarding intellectual property litigation involving GCT or GCT’s competitors;

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changes in the financial estimates of GCT’s competitors;

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GCT’s ability to develop and market new and enhanced products on a timely basis;

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changes in the pricing and costs of manufacturing;

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commencement of or GCT’s involvement in litigation;

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any major change in GCT’s board of directors or management;

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political or social conditions in the markets where GCT sell GCT’s products; and

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changes in governmental regulations.

In addition, the stock market in general, and the market for semiconductor and other technology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of those companies. These fluctuations may be

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even more pronounced in the trading market shortly following this Business Combination. These broad market and industry factors may cause the market price of GCT Common Stock to decrease, regardless of GCT’s actual operating performance. These trading price fluctuations may also make it more difficult for GCT to use GCT Common Stock as a means to make acquisitions or to use options to purchase GCT’s common stock to attract and retain employees. In addition, in the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against GCT, could result in substantial costs and a diversion of GCT’s management’s attention and resources for GCT’s business operations.

If securities analysts or industry analysts downgrade GCT’s stock, publish negative research or reports, or do not publish reports about GCT’s business, GCT’s stock price and trading volume could decline.

The trading market for GCT Common Stock will be influenced by the research and reports that industry or securities analysts publish about GCT, GCT’s business and GCT’s market. If one or more analysts adversely change their recommendation regarding GCT’s stock or GCT’s competitors’ stock, GCT’s stock price could decline. If one or more analysts cease coverage of GCT or fail to regularly publish reports on GCT, GCT could lose visibility in the financial markets, which in turn could cause GCT’s stock price or trading volume to decline.

Delaware law and GCT’s amended and restated certificate of incorporation and bylaws contain provisions that could delay or discourage takeover attempts that stockholders may consider favorable.

Provisions in GCT’s amended and restated certificate of incorporation and bylaws, as they will be in effect upon the completion of this Business Combination, may have the effect of delaying or preventing a change of control or changes in GCT’s management. These provisions include the following:

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the right of the board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or due to the resignation or departure of an existing board member;

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the prohibition of cumulative voting in the election of directors, which would otherwise allow less than a majority of stockholders to elect director candidates;

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the requirement for the advance notice of nominations for election to the board of directors or for proposing matters that can be acted upon at a stockholders’ meeting;

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the ability of GCT’s board of directors to alter GCT’s bylaws without obtaining stockholder approval;

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the ability of the board of directors to issue, without stockholder approval, up to 10,000,000 shares of preferred stock with terms set by the board of directors, which rights could be senior to those of GCT Common Stock;

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the elimination of the rights of stockholders to call a special meeting of stockholders and to take action by written consent in lieu of a meeting; and

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the required approval of at least a majority of the shares entitled to vote at an election of directors to remove directors without cause.

In addition, because GCT is incorporated in Delaware, GCT is governed by the provisions of Section 203 of the DGCL. These provisions may prohibit large stockholders, particularly those owning 15% or more of GCT’s outstanding voting stock, from merging or combining with GCT. These provisions in GCT’s amended and restated certificate of incorporation and bylaws and under Delaware law could discourage potential takeover attempts and could reduce the price that investors might be willing to pay for shares of GCT Common Stock in the future and could result in GCT’s market price being lower than it would without these provisions.

GCT does not intend to pay dividends on GCT Common Stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of GCT Common Stock.

GCT does not intend to declare and pay dividends on GCT’s capital stock for the foreseeable future. GCT currently intends to invest GCT’s future earnings, if any, to fund GCT’s growth. Therefore, you are

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not likely to receive any dividends on your common stock for the foreseeable future and the success of an investment in shares of GCT Common Stock will depend upon any future appreciation in their value. There is no guarantee that shares of GCT Common Stock will appreciate in value or even maintain the price at which GCT’s stockholders have purchased their shares.

Dr. Kyeongho Lee, Chairman of the Board and founder of GCT, owns a significant portion of its outstanding voting stock and exerts significant influence over its business and affairs.

Dr. Kyeongho Lee, Chairman of the Board and co-founder of GCT, is also the chairman of the board and major shareholders of Anapass, Inc. (“Anapass”), which beneficially owns approximately 27% of issued and outstanding GCT Common Stock. His significant ownership will, for the foreseeable future, enable them to control GCT’s management and affairs, and most matters requiring stockholder approval, including the election of directors, financing activities, a merger or sale of GCT’s assets and other significant corporate transactions. Anapass and Mr. Lee may, at their discretion, elect to exercise these or similar rights at any time. This concentration of ownership could have the effect of delaying or preventing a change in GCT’s control or otherwise discouraging a potential acquirer from attempting to obtain control of GCT. In addition, due to Mr. Lee’s controlling position with respect to both Anapass and GCT, which may result on potential conflict of interest or appearance of conflict of interest and may adversely affect the rights of minority stockholders of GCT.

General Risks Related to GCT

The loss of any of GCT’s key personnel could seriously harm GCT’s business, and GCT’s failure to attract or retain specialized technical, management or sales and marketing talent could impair GCT’s ability to grow GCT’s business.

GCT believes GCT’s future success will depend in large part upon its ability to attract, retain and motivate highly skilled management, engineering, sales and marketing personnel. The loss of any key employees or the inability to attract, retain or motivate qualified personnel, including engineers and sales and marketing personnel, could delay the development and introduction of and harm GCT’s ability to sell its semiconductor solutions. GCT believes that GCT’s future success is dependent on the contributions of its senior management members, some of whom do not have any employment agreements. If any of these individuals were to leave unexpectedly, GCT could face substantial difficulty in hiring qualified successors and could experience a loss in productivity during the search for any such successor and while any successor is integrated into GCT’s business and operations.

GCT’s key technical and engineering personnel represent a significant asset and serve as the source of GCT’s technological and product innovations. GCT plans to recruit design and application engineers with expertise in wireless communications technologies. GCT may not be successful in attracting, retaining and motivating sufficient numbers of technical and engineering personnel to support GCT’s anticipated growth.

In addition, to expand GCT’s customer base and increase sales to existing customers, GCT will need to hire additional qualified sales and marketing personnel. The competition for qualified marketing, sales, technical and engineering personnel in GCT’s industry is very intense. If GCT is unable to hire, train and retain qualified marketing, sales, technical and engineering personnel in a timely manner, GCT’s ability to grow its business will be impaired. In addition, if GCT is unable to retain its existing sales personnel, GCT’s ability to maintain or grow its current level of revenue will be adversely affected.

Being a public company will increase GCT’s expenses and administrative workload and will expose it to risks relating to evaluation of its internal controls over financial reporting required by Section 404 of the Sarbanes-Oxley Act of 2002.

As a public company, GCT will need to comply with additional laws and regulations, including the Sarbanes-Oxley Act of 2002, the Dodd-Frank Act, and related rules of the SEC and requirements of the NYSE. GCT was not required to comply with these laws and requirements as a private company. Complying with these laws and regulations will require the time and attention of GCT’s board of directors and management and will increase GCT’s expenses. Among other things, GCT will need to: design, establish,

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evaluate and maintain a system of internal controls over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the related rules and regulations of the SEC and the PCAOB; prepare and distribute periodic reports in compliance with GCT’s obligations under the federal securities laws; establish new internal policies, principally those relating to disclosure controls and procedures and corporate governance; institute a more comprehensive compliance function; and involve to a greater degree GCT’s outside legal counsel and accountants in the above activities.

GCT is in the process of evaluating its internal control systems to allow management to report on its internal controls over financial reporting. GCT plans to perform the system and process evaluation and testing (and any necessary remediation) required to comply with the management certification requirements of Section 404 of the Sarbanes-Oxley Act. GCT will be required to comply with Section 404 in its annual report for the year ending December 31, 2023. However, GCT cannot be certain as to the timing of completion of its evaluation, testing and remediation actions or the impact of the same on its operations. Furthermore, upon completion of this process, GCT may identify control deficiencies of varying degrees of severity under applicable SEC and PCAOB rules and regulations that remain unremediated.

If GCT fails to implement the requirements of Section 404 in a timely manner, GCT might be subject to sanctions or investigation by regulatory agencies such as the SEC. In addition, failure to comply with Section 404 or the report by GCT of a material weakness may cause investors to lose confidence in its financial statements or the trading price of GCT Common Stock to decline. If GCT fails to remediate any material weakness, GCT’s financial statements may be inaccurate, its access to the capital markets may be restricted and the trading price of GCT Common Stock may decline.

As a public company, GCT will be required to report, among other things, control deficiencies that constitute a “material weakness” or changes in internal controls that materially affect, or are reasonably likely to materially affect, internal controls over financial reporting. A “control deficiency” exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A “significant deficiency” is a control deficiency, or combination of control deficiencies, that adversely affects the ability to initiate, authorize, record, process, or report financial data reliably in accordance with generally accepted accounting principles that results in more than a remote likelihood that a misstatement of financial statements that is more than inconsequential will not be prevented or detected. A “material weakness” is a significant deficiency, or a combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

Adverse outcomes in tax disputes could subject GCT to tax assessments and potential penalties.

From time to time, GCT is subject to tax audits that could result in tax assessments and potential penalties, particularly with respect to claimed research tax credits due to the judgment involved in determining which projects meet the tax code’s criteria for innovation and fundamental research.

GCT’s business and operations could suffer in the event of security breaches.

Attempts by others to gain unauthorized access to GCT’s information technology systems are becoming more sophisticated. These attempts, which might be related to industrial or other espionage, include covertly introducing malware to GCT’s computers and networks and impersonating authorized users, among others. Hackers may also develop and deploy viruses, worms and other malicious software programs that attack or otherwise exploit security vulnerabilities in GCT’s systems or products. Attacks may create system disruptions, cause shutdowns or result in the corruption of GCT’s engineering data, which could result in delays in product development or software updates and harm GCT’s business. Additionally, the theft, unauthorized use or publication of GCT’s intellectual property and/or confidential business information could harm its competitive position, reduce the value of its investment in research and development and other strategic initiatives or otherwise adversely affect its business. To the extent that any security breach results in inappropriate disclosure of GCT’s customers’ or business partners’ confidential information, GCT may incur liability as a result. GCT could also suffer monetary and other losses, including reputational harm, which costs it may not be able to recover. GCT seeks to detect and investigate all security incidents and to prevent their recurrence, but in some cases, GCT might be unaware of an incident or its magnitude and effects. While GCT has identified some incidents involving attempts at unauthorized access, it is not aware of any

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that have succeeded. While GCT has not experienced any cybersecurity breaches that materially affected its operations, there is no guarantee that it will not occur in the future. In addition, GCT’s customers, partners and suppliers may experience cybersecurity attacks that may indirectly affect GCT’s ability to conduct business with them or result in cybersecurity breaches in GCT’s network, which may adversely affect GCT’s business operations. GCT expects to continue to devote resources to the security of its information technology systems.

In preparing its financial statements GCT makes certain assumptions, judgments and estimates that affect amounts reported in its consolidated financial statements, which, if not accurate, may significantly impact its financial results.

In preparing its financial statements, GCT makes assumptions, judgments and estimates for a number of items. These assumptions, judgments and estimates are drawn from historical experience and various other factors that GCT believes are reasonable under the circumstances as of the date of the consolidated financial statements. Actual results could differ materially from GCT’s estimates, and such differences could significantly impact its financial results.

Risks Related to Concord III and the Business Combination

Unless the context otherwise requires, all references in this section to “we,” “us,” or “our” refer to Concord III.

Concord III’s independent directors and executive officers beneficially own shares of Concord III Common Stock and Concord III Warrants that will be worthless if the Business Combination is not approved. Such interests may have influenced their decision to approve the Business Combination.

Concord III’s independent directors and certain of Concord III’s executive officers and/or their affiliates beneficially own or have a pecuniary interest in shares of Concord III Common Stock and Concord III Warrants that the Sponsor purchased prior to the IPO. Concord III’s independent directors and executive officers and their affiliates have no redemption rights with respect to these securities in the event a business combination is not effected in the required time period. Therefore, if the Business Combination or another business combination is not completed by August 8, 2024, such securities held by such persons will be worthless. Such shares and warrants had an aggregate market value of approximately $84.3 million and $700,000, respectively based upon the closing prices of Concord III Class A Common Stock and Concord III Warrants on the NYSE on January 26, 2024. Furthermore, members of the Concord III board of directors are entitled to reimbursement for all out-of-pocket expenses incurred by them on Concord III’s behalf incident to identifying, investigating and consummating a business combination to the extent such expenses exceed the amount not required to be retained in the Trust Account, unless a business combination is consummated. In addition, in order to fund working capital deficiencies or finance transaction costs in connection with our initial business combination, the Sponsor or an affiliate of the Sponsor, or certain of our officers and directors may, but are not obligated to, make Working Capital Loans to us as may be required. If we complete our initial business combination, we would repay such loaned amounts, without interest, upon consummation of the business combination. If our initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. On May 3, 2022, we entered into a non-convertible promissory note (the “Sponsor Promissory Note”) with the Sponsor, pursuant to which we may borrow up to an aggregate principal amount of $350,000. The Sponsor Promissory Note is non-interest bearing and due on the earlier of August 8, 2024 and the date on which we consummate our initial business combination (and as such, such loan is expected to be repaid in connection with the Closing). As of September 30, 2023, there was no balance outstanding under the Sponsor Promissory Note. See the section entitled “The Business Combination — Interests of Concord III’s Directors and Officers in the Business Combination.”

These financial interests may have influenced the decision of Concord III’s directors to approve the Business Combination and to continue to pursue the Business Combination. In considering the recommendations of the Concord III board of directors to vote for the Business Combination Proposal and other proposals, Public Stockholders should consider these interests.

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Concord III’s Sponsor, executive officers and directors have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus.

When considering Concord III’s board of directors’ recommendation that our stockholders vote in favor of the approval of the Business Combination Proposal, Concord III’s stockholders should be aware that certain of Concord III’s Sponsor, executive officers and directors have interests in the Business Combination that may be different from, or in addition to, the interests of Concord III’s stockholders. These interests include:

•

the beneficial ownership of the Sponsor, which is governed by a board of managers consisting of three managers, Bob Diamond, David Schamis and Jeff Tuder, of an aggregate of 16,218,333 shares of Concord III Common Stock, consisting of:

•

7,957,727 Founder Shares purchased by the Sponsor for an aggregate price of $25,000;

•

8,260,606 shares of Concord III Class A Common Stock underlying Private Warrants purchased by the Sponsor at $1.00 per warrant for an aggregate purchase price of approximately $8.26 million.

All of the above Founder Shares and warrants would become worthless if Concord III does not complete a business combination within the applicable time period, as the Sponsor has waived any right to redemption with respect to these shares. Such shares and warrants have an aggregate market value of approximately $84.3 million and $700,000, respectively, based on the closing price of Concord III Class A Common Stock of $10.59 and the closing price of Concord III Warrants of $0.0839 on the NYSE on January 26, 2024;

•

the beneficial ownership of Concord III’s independent directors, Peter Ort, Thomas King and Larry Leibowitz, who each hold 30,000 Founder Shares with a total market value of approximately $318,000 based on the closing price of Concord III Class A Common Stock of $10.59 on the NYSE on January 26, 2024. The Founder Shares would become worthless if Concord III does not complete a business combination within the applicable time period, as the independent directors have waived any right to redemption with respect to these shares;

•

the fact that given the differential in the purchase price that the Sponsors paid for the Founder Shares as compared to the price of Concord III Units sold in the IPO and the substantial number of shares of Concord III Class A Common Stock held by the initial stockholders, they and their affiliates may earn a positive rate of return on their investment, even if Public Stockholders experience a negative rate of return following the completion of the Business Combination, including if the share price of New GCT Common Stock after the Closing falls as low as $1.09 per share, as the market value of the 8,625,000 Founder Shares would be approximately equal to the initial stockholders’ initial investment in Concord III;

•

the economic interests in the Sponsor held directly or indirectly by certain of Concord III’s officers and directors, including Bob Diamond and Jeff Tuder, which gives them an indirect pecuniary interest in the securities of Concord III, including the Founder Shares and Private Warrants held by the Sponsor and which interest will become worthless if Concord III does not consummate an initial business combination within the applicable time period.

•

As of September 30, 2023, there was no balance outstanding in Working Capital Loans extended by the Sponsor to Concord III pursuant to the Sponsor Promissory Note. Other than repayment of Working Capital Loans in connection with the consummation of the Business Combination, there are presently no fees that will be paid and no out-of-pocket expenses that would be reimbursed to the Sponsor upon consummation of the Business Combination;

•

the continued right of the Sponsor to hold Concord III Class A Common Stock and the shares of Concord III Class A Common Stock to be issued to the Sponsor upon exercise of its Private Warrants following the Business Combination, subject to certain lock-up periods and forfeiture pursuant to the Sponsor Support Agreement;

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•

the fact that the Sponsor and Concord III’s executive officers and directors, for no compensation, have agreed not to redeem any shares of Concord III held by them in connection with a stockholder vote to approve the Business Combination and to vote any shares of Concord III Common Stock held by them in favor of the Business Combination Proposal;

•

the fact that if the Trust Account is liquidated, including in the event Concord III is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify Concord III to ensure that the proceeds in the Trust Account are not reduced below $10.20 per Public Share, or such lesser per Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Concord III has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Concord III, but only if such a vendor or target business has not executed a waiver (other than Concord III’s independent public accountants) of any and all rights to amounts held in the Trust Account; and

•

the fact that Jeff Tuder, the current Chief Executive Officer and a director of Concord III, is expected to become a director of New GCT after the consummation of the Business Combination. As such, in the future he will receive any cash fees, stock options, stock awards or other remuneration that the New GCT board of directors determines to pay to him for his services as a director;

•

Concord III’s existing certificate of incorporation provides that the doctrine of corporate opportunity will not apply with respect to Concord III or any of its officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. Concord III does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target. In the course of their other business activities, Concord III’s officers and directors may become aware of other investment and business opportunities which may be appropriate for presentation to Concord III as well as the other entities with which they are affiliated. Concord III’s management has pre-existing fiduciary duties and contractual obligations and if there is a conflict of interest in determining to which entity a particular business opportunity should be presented, any entity with whom Concord III’s management has a pre-existing fiduciary obligation will be presented the opportunity before Concord III is presented with it. Concord III does not believe, however, that the fiduciary duties or contractual obligations of Concord III’s officers or directors or waiver of corporate opportunity materially affected Concord III’s search for a business combination. Concord III is not aware of any such corporate opportunity not being offered to Concord III and does not believe the renouncement of Concord III’s interest in any such corporate opportunities impacted Concord III’s search for an acquisition target; and

•

the continued indemnification of current directors and officers of Concord III and the continuation of directors’ and officers’ liability insurance after the Business Combination.

These interests may have influenced Concord III’s directors in making their recommendation that you vote in favor of the Business Combination Proposal, and the transactions contemplated thereby. The existence of financial and personal interests of the Sponsor, board of directors and executive officers of Concord III may mean that they may be incentivized to recommend, approve and/or complete the Business Combination, or an alternative business combination, with a less favorable target company or on terms less favorable to Public Stockholders and holders of Public Warrants than they would otherwise recommend, approve or complete, as the case may be, rather than allow Concord III to wind up having failed to consummate a business combination and lose their entire investment. Further, because of these interests, the Sponsor, board of directors and executive officers of Concord III could benefit from the completion of a business combination that is not favorable to Public Stockholders and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to Public Stockholders rather than liquidate.

Certain of Concord III’s officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by Concord III and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.

Until Concord III consummates its initial business combination, it intends to engage in the business of identifying and combining with one or more businesses. The Sponsor and Concord III’s officers and directors

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are, and may in the future become, affiliated with entities (such as operating companies or investment vehicles) that are engaged in a similar business, including other special purpose acquisition companies with a class of securities registered under the Exchange Act.

Concord III’s officers and directors also may become aware of business opportunities which may be appropriate for presentation to Concord III and the other entities to which they owe certain fiduciary or contractual duties. Concord III’s amended and restated certificate of incorporation provides that it renounces interest in any corporate opportunity offered to any director or officer unless such opportunity is expressly offered to such person solely in his or her capacity as Concord III’s director or officer and such opportunity is one Concord III is legally and contractually permitted to undertake and would otherwise be reasonable for Concord III to pursue, and to the extent the director or officer is permitted to refer that opportunity to Concord III without violating any legal obligation.

In the absence of the “corporate opportunity” waiver in Concord III’s charter, certain candidates would not be able to serve as an officer or director. Concord III believes it substantially benefits from having representatives who bring significant, relevant and valuable experience to Concord III’s management and, as a result, the inclusion of the “corporate opportunity” waiver in Concord III’s amended and restated certificate of incorporation provides it with greater flexibility to attract and retain the officers and directors that it feels are the best candidates.

However, the personal and financial interests of Concord III’s directors and officers may influence their motivation in timely identifying and selecting a target business and completing a business combination. The different timelines of competing business combinations could cause Concord III’s directors and officers to prioritize a different business combination over finding a suitable acquisition target for Concord III’s business combination. Consequently, Concord III’s directors’ and officers’ discretion in identifying and selecting a suitable target business may result in a conflict of interest when determining whether the terms, conditions and timing of a particular business combination are appropriate and in the Concord III’s stockholders’ best interest, which could negatively impact the timing for a business combination. Concord III is not aware of any such conflicts of interest and does not believe that any such conflicts of interest impacted Concord III’s search for an acquisition target.

Concord III stockholders will have a reduced ownership and voting interest after the Business Combination and will exercise less influence over management.

Upon the issuance of the New GCT Common Stock to GCT Stockholders in connection with the Business Combination, current Public Stockholders’ percentage ownership will be diluted. The percentage of New GCT Common Stock that will be owned by Public Stockholders as a group will vary based on the number of Public Shares for which the holders thereof request redemption in connection with the Business Combination. To illustrate the potential ownership percentages of Public Stockholders under different redemption levels, based on the number of issued and outstanding shares of Concord III Common Stock and GCT capital stock on December 20, 2023, and based on the Concord III Class A Common Stock to be issued in the Business Combination without giving effect to the issuance of Earnout Shares or of any shares issuable upon exercise of the Concord III Warrants, Public Stockholders, as a group, and the Sponsors and their affiliates and directors and officers of Concord III, as a group, will own (1) if there are no redemptions of Public Shares, 7.9% and 10.9%, respectively, of New GCT Common Stock expected to be outstanding immediately after the Business Combination or (2) if there are redemptions of 3,941,361 shares of Concord III Class A Common Stock, which represents the maximum amount of redemptions, 0% and 8.0% respectively, of New GCT Common Stock expected to be outstanding immediately after the Business Combination. The percentage of New GCT Common Stock that will be owned by Public Stockholders will be further diluted by the issuance of Earnout Shares, the exercise of Concord III Warrants, or any issuance pursuant to the 2024 Incentive Award Plan or 2024 Employee Stock Purchase Plan. Assuming the issuance of the maximum amount of shares of New GCT Common Stock in connection with each of the above-enumerated dilution sources as well as the exercise of the Public Warrants at the closing of Business Combination, Public Stockholders, as a group, and Concord III’s initial stockholders, as a group, will own (1) if there are no redemptions of Public Shares, 4.0% and 5.5%, respectively, of New GCT Common Stock expected to be outstanding immediately after the Business Combination or (2) if there are redemptions of 3,941,361 shares of Concord III Class A Common Stock, which represents the maximum amount of

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redemptions, 0% and 3.8%, respectively, of New GCT Common Stock expected to be outstanding immediately after the Business Combination. To the extent that any shares are issued in the PIPE Investment, Public Stockholders’ percentage ownership of New GCT’s common stock will be further diluted. Because of this, Public Stockholders, as a group, will have less influence on the board of directors, management and policies of New GCT than they now have on the board of directors, management and policies of Concord III.

There can be no assurance that New GCT Common Stock will be approved for listing on the NYSE or that New GCT will be able to comply with the continued listing standards of the NYSE.

In connection with the Closing, we intend to list New GCT Common Stock and warrants on the NYSE under the symbols “GCTS” and “GCTSW,” respectively. New GCT’s continued eligibility for listing may depend on the number of Public Shares that are redeemed. If, after the Business Combination, the NYSE delists New GCT’s shares from trading on its exchange for failure to meet the listing standards, New GCT and its stockholders could face significant material adverse consequences including:

•

a limited availability of market quotations for New GCT’s securities;

•

reduced liquidity for New GCT’s securities;

•

a determination that New GCT Common Stock is a “penny stock” which will require brokers trading in New GCT Common Stock to adhere to more stringent rules, possibly resulting in a reduced level of trading activity in the secondary trading market for shares of New GCT Common Stock;

•

a limited amount of analyst coverage; and

•

a decreased ability to issue additional securities or obtain additional financing in the future.

The timing of the Business Combination may be affected by the regulatory process of The Committee on Foreign Investment in the United States (“CFIUS” or “the Committee”)

CFIUS has authority to review certain direct or indirect foreign investments in U.S. businesses. Among other things, CFIUS is authorized to require foreign investors to make mandatory filings to the Committee or to self-initiate national security reviews of certain foreign direct and indirect investments in U.S. businesses if the parties to that investment choose not to file voluntarily. With respect to transactions that CFIUS believes present unresolved national security concerns, CFIUS has the authority to suspend transactions, impose mitigation measures, and/or recommend that the U.S. president block pending transactions or order divestitures of completed transactions when national security concerns cannot be mitigated. Whether CFIUS has jurisdiction to review an acquisition or investment transaction depends on, among other factors, the nature and structure of the transaction, whether the target company is a U.S. business, the level of beneficial ownership and voting interests acquired by foreign persons, and the nature of any information, control or governance rights received by foreign persons. For example, any investment that results in “control” of a U.S. business by a foreign person is within CFIUS’s jurisdiction. CFIUS’s expanded jurisdiction under the Foreign Investment Risk Review Modernization Act of 2018 and implementing regulations now includes investments that do not result in control of a U.S. business by a foreign person but that afford foreign persons certain information or governance rights in a “TID U.S. business,” which is a U.S. business that:

(1)

produces, designs, tests, manufactures, fabricates, or develops “critical technologies”;

(2)

owns or operates certain “critical infrastructure”; and/or

(3)

maintains or collects “sensitive personal data.”

CFIUS has broad discretion to interpret its regulations, and we cannot predict whether CFIUS may seek to review the Business Combination. If CFIUS were to determine that the Business Combination or any portion thereof is within its jurisdiction, it may ask the parties to submit a filing with respect to the Business Combination. A CFIUS review of the Business Combination could delay the completion of the Business Combination, result in extended negotiations with the Committee or expand the timelines for Committee review or result in some form of mitigation measures that could impact the Business Combination.

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If CFIUS identifies unresolved national security concerns as part of that review, CFIUS could impose conditions with respect to the Business Combination as a predicate to clearing the transaction, recommend that the U.S. president prohibit the Business Combination, or if the Closing has occurred, recommend that the U.S. president order non-U.S. shareholders to divest all or a portion of the shares of New GCT Common Stock acquired by them without first obtaining CFIUS approval. No assurance can be given that any of the foregoing actions will not be taken by CFIUS.

As part of its overall compliance posture, Concord III and GCT are currently conducting an analysis of GCT’s export control classifications and other business areas to continue its regulatory compliance efforts, including as it relates to potential regulatory filings with agencies or CFIUS. Should CFIUS decide to reach out to the parties after the transaction closes to initiate a review of the Business Combination, the time necessary for CFIUS review of the Business Combination may delay the completion of the Business Combination. Furthermore, there is no guarantee that CFIUS will not render a decision to impose conditions on the Business Combination or prevent the consummation of the Business Combination altogether. These risks may limit the attractiveness of, and/or delay or prevent Concord III from pursuing the Business Combination.

If Concord III is unable to consummate the Business Combination within the applicable time period required under Concord III’s amended and restated certificate of incorporation, Concord III will be required to wind up, redeem and liquidate. In such event, Concord III’s stockholders will miss the opportunity to benefit from an investment in a target company and the appreciation in value of such investment through a business combination. Additionally, there will be no redemption rights or liquidating distributions with respect to the Sponsor’s warrants, which will expire worthless in the event of our winding up.

In addition, depending on New GCT’s ultimate share ownership following the Business Combination and other factors, New GCT may be deemed to be a foreign person under CFIUS’s regulations. If a future investment proposed by New GCT in a U.S. business falls within CFIUS’s jurisdiction, New GCT may determine that it is required to make a mandatory filing with CFIUS or that it will submit a filing to CFIUS on a voluntary basis, or if a filing is not mandatory, New GCT may determine to proceed with such investment without submitting to CFIUS and risk CFIUS intervention, before or after closing such investment.

Securities of special purpose acquisition companies that have engaged in a business combination transaction, such as the Business Combination, may experience a material decline in price relative to the share price of the special purpose acquisition company prior to such business combination transaction.

As with most initial public offerings of special purpose acquisition companies in recent years, Concord III issued Public Shares for $10.00 per share upon the closing of the IPO. As with other special purpose acquisition companies, the $10.00 per share price reflected each Public Share having a right to redeem such share for a pro rata portion of the proceeds held in the Trust Account, which is expected to equal approximately $10.76 per share prior to the Closing. Following the Closing, the outstanding shares of New GCT Common Stock will no longer have any such redemption right and will be solely dependent upon the fundamental value of New GCT, which, like the securities of other companies formed through business combination transactions with special purpose acquisition companies in recent years, may be significantly less than $10.00 per share.

Following the consummation of the Business Combination, the value of the New GCT Common Stock will be affected by many factors, including but not limited to (i) the dilution caused by existence, exercise and/or conversion of the Public Warrants and the Private Warrants, (ii) significant legal, financial advisor, accounting, banking and consulting fees, fees relating to regulatory filings and notices, SEC filing fees, printing and mailing fees and other costs associated with the Business Combination, and (iii) the dilution caused by any equity issued in connection with the Financings. In addition, in connection with the Financings, investors will be issued shares of New GCT Common Stock at a price of $6.67 per share, which is substantially below the redemption price. This incentive structure could also negatively impact the value of the New GCT Common Stock.

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The Financings could result in the issuance of shares of New GCT Common Stock at an effective price substantially below the redemption price, which could have a negative impact on the value of the New GCT Common Stock after the closing of the Business Combination.

Concurrently with the execution of the Business Combination Agreement, the PIPE Investors entered into the PIPE Subscription Agreements pursuant to which the PIPE Investors have committed to purchase in a private placement an aggregate of 4,484,854 shares of New GCT Common Stock at a purchase price of $6.67 per share and an aggregate purchase price of approximately $29.9 million. The purchase of the PIPE Shares is conditioned upon, among other things, the consummation of the Business Combination and will be consummated immediately prior to or substantially concurrently with the Closing. The PIPE Shares to be issued pursuant to the PIPE Subscription Agreements have not been registered under the Securities Act, and will be issued in reliance on the availability of an exemption from such registration. In addition, in connection with the execution of the Business Combination Agreement, GCT issued convertible promissory notes to the CVT Investors, pursuant to which GCT borrowed an aggregate principal amount of $18.3 million, which notes will convert into shares of New GCT Common Stock at a conversion price of $6.67 per share concurrently with the Closing.

In addition, Concord III’s warrants include certain down-round provisions under which their exercise price may be reduced, if (a) Concord III issues additional shares of Concord III Class A Common Stock or securities convertible into or exercisable or exchangeable for shares of Concord III Class A Common Stock for capital raising purposes in connection with the closing of its initial business combination at the Newly Issued Price, (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial business combination on the date of the consummation of such initial business combination (net of redemptions), and (c) the Market Value is below $9.20 per share, the price per share (including in cash or by payment of warrants pursuant to a “cashless exercise,” to the extent permitted) at which shares of the Concord III Class A Common Stock may be purchased at the time a warrant is exercised will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Those adjustment provisions may be triggered by the issuance of the PIPE Shares and/or the Note Financing Shares. However, since the Market Value will not be available until twenty (20) trading days after the trading day prior to the day on which Concord III consummates an initial business combination, we cannot confirm whether the issuance of the PIPE Shares and/or the Note Financing Shares will trigger the adjustment provisions discussed above until then. Any such adjustments, if triggered, or the potential for such adjustments could make it more difficult for New GCT to raise capital, cause the market price of New GCT securities to decline significantly or cause a higher level of redemptions in connection with the Business Combination. See “Certain Agreements Related to the Business Combination — PIPE Subscription Agreements; Convertible Note Financing.” Accordingly, any issuance of shares in connection with the incentive structure could have a negative impact on the value of the New GCT Common Stock.

Because we have no current plans to pay cash dividends on our common stock, you may not receive any return on investment unless you sell your common stock for a price greater than that which you paid for it.

Concord III has not paid any cash dividends on the Concord III Class A Common Stock to date and does not intend to pay cash dividends prior to the completion of its initial business combination. Any decision to declare and pay dividends as a public company in the future will be made at the discretion of, prior to the Closing, Concord III’s board of directors and, following the Closing, the New GCT board of directors, and will depend on, among other things, our results of operations, financial condition, cash requirements, contractual restrictions and other factors that the respective board of directors may deem relevant. In addition, our ability to pay dividends may be limited by covenants of any existing and future outstanding indebtedness we or our subsidiaries incur. As a result, you may not receive any return on an investment in Concord III Class A Common Stock unless you sell Concord III Class A Common Stock for a price greater than that which you paid for it. See the section entitled “Market Price and Dividend Information.”

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Public Stockholders will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate their investment, therefore, Public Stockholders may be forced to sell their securities, potentially at a loss.

Public Stockholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (1) the completion of our initial business combination and then, only in connection with those Public Shares that such stockholder has properly elected to redeem, subject to the limitations; (2) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if we do not complete our initial business combination by August 8, 2024 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (3) the redemption of all of our Public Shares if we have not completed our initial business combination by August 8, 2024, subject to applicable law. In no other circumstances will a stockholder have any right or interest of any kind to the funds in the Trust Account. In addition, holders of Concord III Warrants will not have any right to the proceeds held in the Trust Account with respect to their warrants. Accordingly, to liquidate their investment, the Public Stockholders may be forced to sell their securities, potentially at a loss.

If we consummate the Business Combination, there is no guarantee that the Public Warrants will ever be in the money, and they may expire worthless and the terms of the Public Warrants may be amended.

The exercise price for the Public Warrants is $11.50 per share of Concord III Class A Common Stock. There is no guarantee that the Public Warrants will ever be in the money prior to their expiration, and as such, the Public Warrants may expire worthless. In addition, the terms of the Public Warrants may be amended under certain circumstances. See the risk factor titled “We may amend the terms of the Concord III Warrants in a manner that may be adverse to holders with the approval by the holders of at least 50% of the then-outstanding Public Warrants.”

There is no guarantee that a Public Stockholder’s decision to redeem its shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.

We can give no assurance as to the price at which a Public Stockholder may be able to sell its shares of New GCT Common Stock in the future following the completion of the Business Combination or following any alternative business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in New GCT’s share price, and may result in a lower value realized now than a Public Stockholder of Concord III might realize in the future had the stockholder not redeemed its shares. Similarly, if a Public Stockholder does not redeem its shares, the stockholder will bear the risk of ownership of New GCT Common Stock after the consummation of the Business Combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/prospectus. A Public Stockholder should consult the stockholder’s own financial advisor for assistance on how this may affect his, her or its individual situation.

The nominal purchase price paid by the Sponsors for the Founder Shares may significantly dilute the implied value of the Public Shares upon completion of the Business Combination. In addition, the value of the Founder Shares will be significantly greater than the amount the Sponsors paid to purchase such shares, even if the Business Combination causes the trading price of New GCT Common Stock to materially decline.

The Sponsors invested an aggregate of $9,425,000 in Concord III, comprised of the $25,000 purchase price for the Founder Shares and the $9,400,000 purchase price for the Private Warrants. The amount held in the Trust Account was $43,181,282 as of September 30, 2023, implying a value of approximately $10.69 per Public Share. Concord III also executed promissory notes with the Sponsor and CA2, evidencing the Sponsor Loans in the aggregate amount of $6,900,000. The Sponsor Loans may, by their terms, be repaid or converted into warrants at a conversion price of $1.00 per warrant, at the holders’ discretion. Pursuant to the Sponsor Support Agreement, the Sponsor and CA2 agreed to forgive all amounts outstanding under the Sponsor Loans at the Closing. 

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The following table shows the Public Stockholders’ and Founder Shares holders’ (including the Sponsors’) investment per share and how these compare to the implied value of one share of New GCT Common Stock upon the completion of the Business Combination. The following table assumes that (i) New GCT’s valuation is $43,181,282 (which is the amount Concord III held in the Trust Account as of September 30, 2023), (ii) no additional interest is earned on the funds held in the Trust Account, (iii) no Public Shares are redeemed in connection with the Business Combination (however, it does not take into account redemptions of Public Shares in connection with the Second Extension) and (iv) all Founder Shares are converted into New GCT Common Stock and held by the Sponsors and the current and former independent directors of Concord III upon completion of the Business Combination, and does not take into account other potential impacts on Concord III’s valuation at the time of the Business Combination such as (a) the value of the Concord III Warrants, (b) the trading price of New GCT Common Stock, (c) the initial business combination transaction costs (including payment of $5,083,575 of deferred underwriting fee), (d) any equity issued to GCT’s equityholders, (e) any shares of New GCT Common Stock that may be issued upon conversion of the Convertible Notes or exercise of the Convertible Notes Warrants, (f) any equity issued to other third party investors, (g) the issuance of any Earnout Shares, (h) the transfer or forfeiture of Founder Shares pursuant to NRAs, or (i) GCT’s business itself.

Shares held by Public Stockholders	​	3,941,361 shares
Shares held by the Sponsor	​	7,957,727shares
Shares held by the independent directors of Concord III	​	90,000shares
Shares held by CA2	​	577,273shares
Total shares of common stock	​	12,566,361shares
Total funds in trust(1)	$	43,181,282
Public Stockholders’ investment per Public Share(2)	$	10.00
Sponsor’s investment per Founder Share(3)	$	0.004
Current and former directors’ investment per Founder Share(4)	$	—
CA2’s investment per Founder Share	$	0.0001
Implied value per share of New GCT Common Stock immediately following the Closing	$	3.44

(1)

Amount held in the Trust Account as of September 30, 2023.

(2)

While the Public Stockholders’ investment in Concord III Units represents an investment in both the Public Shares and the Public Warrants, for purposes of this table the full investment amount is ascribed to the Public Shares only.

(3)

Calculated based on the Sponsors’ $25,000 investment in Founder Shares. This does not include the Sponsors $9,400,000 investment in the Private Warrants.

(4)

The independent directors received their Founder Shares from the Sponsor and did not pay any purchase price to Concord III.

Based on these assumptions, each share of New GCT Common Stock would have an implied value of $3.44 per share upon completion of the Business Combination, representing an approximately 66.3% decrease from the initial implied value of $10.20 per Public Share. While the implied value of $3.44 per share upon completion of the Business Combination would represent a dilution to the Public Stockholders, this would represent a significant increase in value for the Sponsor relative to the price it paid for each Founder Share. At $3.44 per share, the shares of New GCT Common Stock that the Sponsor, the current and former independent directors of Concord III and CA2, which are, 7,957,727 shares, 90,000 shares and 577,273 shares, respectively, upon completion of the Business Combination, would have an aggregate implied value of $27,374,580, $309,600 and $1,985,819, respectively. As a result, even if the trading price of New GCT Common Stock significantly declines, the value of the Founder Shares held by the Sponsor, the directors and CA2 will be significantly greater than the amount they paid to purchase such shares. In addition, the Sponsor could potentially recoup its entire investment, inclusive of its investment in the Private Warrants, even if the trading price of New GCT Common Stock after the completion of the Business Combination is as low as $1.09 per share (not taking into account the transfer or forfeiture of Founder Shares pursuant to NRAs). As a result, the Sponsor, the directors and CA2 are likely to earn a substantial profit on their investment in Concord III upon disposition of shares of New GCT Common Stock even if the trading price

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of New GCT Common Stock declines after the completion of the Business Combination. The Sponsor, the directors and CA2 may therefore be economically incentivized to complete the Business Combination, even if its terms are not in the best interests of the Public Stockholders, rather than liquidating Concord III. This dilution would increase to the extent that Public Stockholders seek redemptions from the Trust Account for their Public Shares.

Concord III Warrants will become exercisable for New GCT Common Stock, which would increase the number of shares eligible for future resale in the public market and result in dilution to our stockholders.

If the Business Combination is completed, 17,250,000 Public Warrants and up to 9,400,000 Private Warrants (subject to the Sponsor and CA2’s forfeiture of up to 2,820,000 Private Warrants pursuant to the Stockholder Support Agreement) will become exercisable for shares of New GCT Common Stock in accordance with the terms of the Concord III Warrant Agreement. These Concord III Warrants will become exercisable 30 days after the Closing, with an exercise price of $11.50 per share of New GCT Common Stock. To the extent such warrants are exercised, additional shares of New GCT Common Stock will be issued, which will result in dilution to the then existing holders of New GCT Common Stock and increase the number of shares eligible for resale in the public market. Sales of substantial numbers of such shares in the public market or the fact that such warrants may be exercised could adversely affect the market price of New GCT Common Stock. However, there is no guarantee that the Public Warrants will ever be in the money prior to their expiration, and as such, the warrants may expire worthless.

Concord III’s Sponsor, executive officers and directors and CA2 have agreed to vote in favor of the Business Combination, regardless of how the Public Stockholders vote.

Unlike many other blank check companies in which the founders, executive officers and directors agree to vote their founder shares in accordance with the majority of the votes cast by the public stockholders in connection with an initial business combination, Concord III’s Sponsor, executive officers and directors and CA2 have agreed (and their permitted transferees will agree), pursuant to the terms of agreement entered into with Concord III, to vote any Founder Shares or shares of Concord III Class A Common Stock held by them in favor of the Business Combination. We expect that the Sponsors and Concord III’s executive officers and directors (and each of their permitted transferees) will own at least approximately 68.6% of the issued and outstanding shares of Concord III Common Stock at the time of any such stockholder vote. Accordingly, it is more likely that the necessary stockholder approval will be received than would be the case if such persons agreed to vote their shares in accordance with the majority of the votes cast by the Public Stockholders.

Concord III’s Sponsor, directors, executive officers, advisors or their affiliates may elect to purchase shares from Public Stockholders, which may limit the number of redemptions in the Business Combination and reduce the public “float” of the Concord III Class A Common Stock.

Concord III’s Sponsor, directors, executive officers, advisors or their affiliates may purchase Public Shares in privately negotiated transactions or in the open market either prior to or following the completion of the Business Combination, although they are under no obligation to do so. Such a purchase may include a contractual acknowledgement that such stockholder, although still the record holder of Concord III’s shares is no longer the beneficial owner thereof and therefore agrees not to exercise its redemption rights. In the event that Concord III’s Sponsor, directors, executive officers, advisors or their affiliates purchase shares in privately negotiated transactions from Public Stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. The purpose of such purchases could be to limit the number of Public Shares electing to redeem, thereby increasing the amount of cash available to Concord III for use in the Business Combination. This may result in the completion of the Business Combination that may not otherwise have been possible.

In addition, if such purchases are made, the public “float” of Concord III Class A Common Stock and the number of beneficial holders of our securities may be reduced, possibly making it difficult to maintain or obtain the quotation, listing or trading of Concord III’s securities on a national securities exchange.

Any Public Shares purchased by the Sponsor or Concord III’s directors, officers, advisors or their affiliates would be purchased at a price no higher than the per share pro rata portion of the Trust Account.

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Any Public Shares so purchased would not be voted in favor of the Business Combination Proposal at the special meeting and would not be redeemable by the Sponsor or Concord III’s directors, officers, advisors or their affiliates.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. If such arrangements or agreements are entered into, Concord III will file with the SEC a Current Report on Form 8-K prior to the special meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons or entities. Any such report will include: (i) the amount of Public Shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of Public Shares for which Concord III has received redemption requests.

Subsequent to the consummation of the Business Combination, New GCT may be required to take write-downs or write-offs, or New GCT may be subject to restructuring, impairment or other charges that could have a significant negative effect on New GCT’s financial condition, results of operations and the price of New GCT’s securities, which could cause you to lose some or all of your investment.

Although Concord III has conducted due diligence on GCT, this diligence may not surface all material issues or risks associated with GCT, its business or the industry in which it competes. Factors outside of GCT’s and outside of Concord III’s control may, at any time, arise. As a result of these factors, New GCT may be exposed to liabilities and incur additional costs and expenses and may be forced to later write-down or write-off assets, restructure its operations, or incur impairment or other charges that could result in New GCT reporting losses. Even if Concord III’s due diligence successfully identified certain risks, unexpected risks may arise, and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and therefore not have an immediate impact on New GCT’s liquidity, the fact that New GCT reports charges of this nature could contribute to negative market perceptions about New GCT or its securities. In addition, charges of this nature may cause New GCT to be unable to obtain future financing on favorable terms or at all. Additionally, we have no indemnification rights against the GCT equityholders under the Business Combination Agreement and all of the purchase price consideration will be delivered to the GCT equityholders at the Closing. Accordingly, any stockholders or warrant holders of Concord III who choose to remain stockholders or warrant holders of New GCT following the Business Combination could suffer a reduction in the value of their shares and warrants if any of the events described above were to occur.

On December 8, 2023, Citi notified Concord III that it waived its entitlement to the payment of any deferred compensation in connection with its role as underwriter in Concord III’s initial public offering.

Citi and TD Cowen served as representatives in the IPO. In connection with such role, Citi was entitled to payment of a deferred underwriting fee upon consummation of an initial business combination by Concord III. On December 8, 2023, at the request of Concord III, Citi notified Concord III that it waived its entitlement to the payment of any deferred compensation in connection with its role as underwriter in Concord III’s IPO. Citi has performed all of its obligations under the underwriting agreement to obtain its deferred underwriting discounts and commissions and is therefore gratuitously waiving its right to these deferred underwriting discounts and commissions in connection with the Business Combination. Citi did not provide a reason for waiving its deferred underwriting discounts and commissions in connection with the Business Combination. Citi’s waiver of its entitlement to the payment of any deferred compensation indicates that it does not want to be associated with the disclosure in this proxy statement/prospectus or the underlying business analysis related to the Business Combination, and Concord III stockholders should not place any reliance on the participation of Citi in the IPO in respect of the Business Combination. Because Citi has not been involved in the preparation and review of this proxy statement/prospectus, Concord III’s investors will not have the benefit of their independent review and investigation of the disclosures provided in this proxy statement/prospectus. While Citi did not participate in any aspect of the proposed Business Combination with GCT and Concord III has no other contractual relationship with Citi, investors should be aware that the waiver of a deferred underwriting fee is unusual and some investors may find the Business

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Combination less attractive as a result. This may make it more difficult for Concord III to complete the Business Combination with GCT.

The historical financial results of GCT and unaudited pro forma financial information included herein may not be indicative of what New GCT’s actual financial position or results of operations would have been.

The historical financial results of GCT included in this proxy statement/prospectus do not reflect the financial condition, results of operations or cash flows they would have achieved as a public company during the periods presented or those New GCT will achieve in the future. New GCT’s financial condition and future results of operations could be materially different from amounts reflected in GCT’s historical financial statements included elsewhere in this proxy statement/prospectus, and it may be difficult for investors to compare New GCT’s future results to historical results or to evaluate its relative performance or trends in its business.

Similarly, the unaudited pro forma financial information included herein is presented for illustrative purposes only and has been prepared based on a number of assumptions including, but not limited to, Concord III being treated as the “acquired” company for financial reporting purposes in the Business Combination, the total debt obligations and the cash and cash equivalents of GCT on the date the Business Combination closes and the number of Public Shares that are redeemed in connection with the Business Combination. Accordingly, such pro forma financial information is not necessarily indicative of what New GCT’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated, and New GCT’s actual financial condition and results of operations may vary materially from such pro forma financial information, including as a result of such assumptions not being accurate. See “Unaudited Pro Forma Condensed Combined Financial Information.”

Concord III may not be able to consummate an initial business combination within the required time period, in which case it would cease all operations except for the purpose of winding up and it would redeem the Public Shares and liquidate.

Concord III’s Sponsor, executive officers and directors have agreed that Concord III must complete its initial business combination on or before August 8, 2024, unless extended by stockholder vote. Concord III may not be able to consummate an initial business combination within such time period. However, Concord III’s ability to complete its initial business combination may be negatively impacted by general market conditions, pandemics and other public health crises, volatility in the capital and debt markets and the other risks described herein.

If Concord III has not completed its initial business combination within such time period and such time period is not extended, it 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.

For illustrative purposes, based on funds in the Trust Account of approximately $42.4 million as of December 31, 2023, the estimated per share redemption price would have been approximately $10.76.

Concord III or GCT may waive one or more of the conditions to the Business Combination.

Concord III and GCT may agree to waive, in whole or in part, some of the conditions to the obligations to complete the Business Combination, to the extent permitted by the governing documents of Concord III and GCT. For example, it is a condition to close the Business Combination that certain of GCT’s representations and warranties are true and correct in all respects as of the Closing Date, except where the

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failure of such representations and warranties to be true and correct, taken as a whole, does not result in a material adverse effect. However, if Concord III’s board of directors determines that it is in Concord III’s stockholders’ best interest to waive any such breach, then Concord III’s board of directors may elect to waive that condition and consummate the Business Combination. The existence of financial and personal interests of one or more of the Concord III directors described in the preceding risk factors (and described elsewhere in this proxy statement/prospectus) may result in a conflict of interest on the part of such director(s) between what he or they may believe is best for Concord III and its stockholders and what he or they may believe is best for himself or themselves in determining whether or not to take the requested action.

Notwithstanding the foregoing, certain closing conditions may not be waived due to the parties’ charter or organizational documents, applicable law, or otherwise. The following closing conditions may not be waived: the effectiveness of the registration statement on Form S-4 of which this proxy statement/prospectus forms a part, and the absence of any law or order that would prohibit the consummation of the Business Combination. See the section “Proposal No. 1 — The Business Combination Proposal — The Business Combination Agreement — Conditions to Closing” for further information.

Concord III’s ability to successfully effect the Business Combination and New GCT’s ability to successfully operate the business thereafter will be largely dependent upon the efforts of certain key personnel of GCT, all of whom we expect to stay with New GCT following the Business Combination. The loss of such key personnel could negatively impact the operations and financial results of the combined business.

Concord III’s ability to successfully effect the Business Combination and New GCT’s ability to successfully operate the business following the Closing is dependent upon the efforts of certain key personnel of GCT. Although we expect key personnel to remain with New GCT following the Business Combination, there can be no assurance that they will do so. It is possible that GCT will lose some key personnel, the loss of which could negatively impact the operations and profitability of New GCT. Furthermore, following the Closing, certain of the key personnel of GCT may be unfamiliar with the requirements of operating a company regulated by the SEC, which could cause New GCT to have to expend time and resources helping them become familiar with such requirements.

New GCT will qualify as an “emerging growth company” as well as a “smaller reporting company” within the meaning of the Securities Act, and if New GCT takes advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, it could make New GCT’s securities less attractive to investors and may make it more difficult to compare New GCT’s performance to the performance of other public companies.

New GCT will qualify as an “emerging growth company” as defined in Section 2(a)(19) of the Securities Act, as modified by the JOBS Act (an “EGC”). As such, New GCT will be eligible for and intends to take advantage of certain exemptions from various reporting requirements applicable to other public companies that are not emerging growth companies for as long as it continues to be an EGC, including (a) the exemption from the auditor attestation requirements with respect to internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act, (b) the exemptions from say-on-pay, say-on-frequency and say-on-golden parachute voting requirements and (c) reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements. New GCT will remain an EGC until the earliest of (i) the last day of the fiscal year in which the market value of New GCT Common Stock that are held by non-affiliates exceeds $700 million as of June 30 of that fiscal year, (ii) the last day of the fiscal year in which it has total annual gross revenue of $1.235 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which it has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of Concord III Class A Common Stock in the IPO. As a result, New GCT securityholders may not have access to certain information they may deem important.

In addition, the JOBS Act also provides that an EGC can take advantage of the exemption from complying with new or revised accounting standards provided in Section 7(a)(2)(B) of the Securities Act as long as New GCT is an emerging growth company. An EGC can therefore delay the adoption of certain accounting standards until those standards would otherwise apply to private companies. We have elected not to opt out of such extended transition period and, therefore, New GCT may not be subject to the same

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new or revised accounting standards as other public companies that are not emerging growth companies. This may make comparison of New GCT’s financial statements with another public company, which is neither an EGC nor a company that has opted out of using the extended transition period, difficult because of the potential differences in accounting standards used.

Additionally, New GCT will qualify as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. New GCT will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of New GCT Common Stock held by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter, or (ii) its annual revenues exceeded $100 million during such completed fiscal year and the market value of New GCT Common Stock held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent New GCT takes advantage of such reduced disclosure obligations, it may also make comparison of its financial statements with other public companies difficult or impossible. Investors may find New GCT’s securities less attractive because New GCT will rely on these exemptions, which may result in a less active trading market for New GCT Common Stock and its price may be more volatile.

Concord III’s board of directors did not obtain a third-party valuation or fairness opinion in determining whether to proceed with the Business Combination and, as a result, the terms may not be fair from a financial point of view to the Public Stockholders.

In analyzing the Business Combination, Concord III’s management conducted significant due diligence on GCT. For a complete discussion of the factors utilized by Concord III’s board of directors in approving the Business Combination, see the section entitled “The Business Combination — Concord III’s Board of Directors’ Reasons for the Approval of the Business Combination.” Concord III’s board of directors believes because of the financial skills and background of its directors, it was qualified to conclude that the Business Combination was fair from a financial perspective to its stockholders and that GCT’s fair market value was at least 80% of our net assets (excluding any taxes payable on interest earned).

Notwithstanding the foregoing, Concord III’s board of directors did not obtain a third-party valuation or fairness opinion to assist it in its determination. Accordingly, investors will be relying solely on the judgment of Concord III’s board of directors in valuing GCT, and Concord III’s board of directors may be incorrect in its assessment of the Business Combination. The Concord III board of directors’ determination was partially based on quantitative factors such as historical financial results of GCT’s business and selected public company analysis based on selected publicly-traded companies, as discussed under the heading “Proposal No. 1 — The Business Combination Proposal — The Business Combination — The Background of the Business Combination.” However, the Concord III board of directors did not rely solely on quantitative factors. The Concord III board of directors also made qualitative judgements based on information regarding (i) GCT’s business, prospects, financial condition, operations, technology, products, offerings, management, competitive position, and strategic business goals and objectives, (ii) general economic, industry, regulatory, and financial market conditions, and (iii) opportunities and competitive factors within GCT’s industry. In addition, the Concord III board of directors made qualitative judgments, based on the experience and professional judgment of Concord III’s management team, concerning differences between the operational, business and/or financial characteristics of GCT and the selected companies to provide a context in which to consider the results of the quantitative analysis. The lack of a third-party valuation or fairness opinion may also lead an increased number of Public Stockholders to vote against the Business Combination or demand redemption of their shares, which could potentially impact our ability to consummate the Business Combination.

There are risks to Concord III stockholders who are not affiliates of the Sponsor of becoming stockholders of New GCT through the Business Combination rather than acquiring securities of New GCT directly in an underwritten public offering, including no independent due diligence review by an underwriter and conflicts of interest of the Sponsor.

Because there is no independent third-party underwriter involved in the Business Combination or the issuance of common stock in connection therewith, investors will not receive the benefit of any outside

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independent review of Concord III’s and GCT’s respective finances and operations. Underwritten public offerings of securities conducted by a licensed broker-dealer are subjected to a due diligence review by the underwriter or dealer manager to satisfy statutory duties under the Securities Act, and the rules of the Financial Industry Regulatory Authority, Inc. Due diligence entails engaging legal, financial and/or other experts to perform an investigation as to the accuracy of an issuer’s disclosure regarding, among other things, its business and financial results. The due diligence conducted by underwriters in an underwritten public offering is expected to provide additional assurance that the disclosure does not contain material misstatements or material omissions. Additionally, underwriters or dealer-managers conducting such public offerings are subject to liability for any material misstatements or omissions in a registration statement filed in connection with the public offering. While sponsors, private investors and management in a business combination undertake a certain level of due diligence, it is not necessarily the same level of due diligence undertaken by an underwriter in a public securities offering and, therefore, there could be a heightened risk of material misstatements or omissions in this proxy statement/prospectus.

In addition, because there are no underwriters engaged in connection with the Business Combination, prior to the opening of trading on the trading day immediately following the Closing, there will be no traditional “roadshow” or book-building process, and no price at which underwriters initially sold shares to the public to help inform efficient and sufficient price discovery with respect to the initial post-Closing trades. Therefore, buy and sell orders submitted prior to and at the opening of initial post-Closing trading of New GCT’s securities will not have the benefit of being informed by a published price range or a price at which the underwriters initially sold shares to the public, as would be the case in an underwritten initial public offering. There will be no underwriters assuming risk in connection with an initial resale of New GCT’s securities or helping to stabilize, maintain or affect the public price of New GCT’s securities following the Closing.

In addition, New GCT will not engage in, has not requested and will not, directly or indirectly, request financial advisors to engage in, any special selling efforts or stabilization or price support activities in connection with New GCT’s securities that will be outstanding immediately following the Closing. In addition, since New GCT will become public through a business combination, securities analysts of major brokerage firms may not provide coverage of New GCT since there is no incentive to brokerage firms to recommend the purchase of its securities. No assurance can be given that brokerage firms will, in the future, want to conduct any offerings on New GCT’s behalf. All of these differences from an underwritten public offering of New GCT’s securities could result in a more volatile price for New GCT’s securities.

Such differences from an underwritten public offering may present material risks to unaffiliated investors that would not exist if New GCT became a publicly listed company through an underwritten initial public offering instead of upon completion of the Business Combination.

In addition, the Sponsor and certain of Concord III’s directors and officers have interests in the Business Combination that are different from, or in addition to, the interests of Concord III stockholders generally. Such interests may have influenced Concord III’s directors in making their recommendation that you vote in favor of the Business Combination Proposal and the other proposals described in this proxy statement/prospectus. See “— Concord III’s Sponsor, executive officers and directors have potential conflicts of interest in recommending that stockholders vote in favor of approval of the Business Combination Proposal and approval of the other proposals described in this proxy statement/prospectus,” “— The nominal purchase price paid by the Sponsor for the Founder Shares may significantly dilute the implied value of the Public Shares upon completion of the Business Combination. In addition, the value of the Founder Shares will be significantly greater than the amount the Sponsor paid to purchase such shares, even if the Business Combination causes the trading price of New GCT Common Stock to materially decline” and “— Certain of Concord III’s officers and directors are now, and all of them may in the future become, affiliated with entities engaged in business activities similar to those intended to be conducted by Concord III and, accordingly, may have conflicts of interest in allocating their time and determining to which entity a particular business opportunity should be presented.”

If a stockholder or a “group” of stockholders are deemed to hold in excess of 15% of the Concord III Class A Common Stock, such stockholder or group will lose the ability to redeem all such shares in excess of 15% of the Concord III Class A Common Stock.

Concord III’s amended and restated certificate of incorporation provides that a Public Stockholder, together with any affiliate of such stockholder or any other person with whom such stockholder is acting in

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concert or as a “group” ​(as defined under Section 13 of the Exchange Act), will be restricted from redeeming its shares with respect to more than an aggregate of 15% of the shares sold in the IPO, which we refer to as the “excess shares,” without Concord III’s prior written consent. However, Concord III’s amended and restated certificate of incorporation does not restrict Concord III stockholders’ ability to vote all of their shares (including excess shares) for or against Concord III’s initial business combination. The inability of a stockholder to redeem the excess shares will reduce its influence over Concord III’s ability to complete its initial business combination and such stockholder could suffer a material loss on its investment in Concord III if it sells such excess shares in open market transactions. Additionally, a stockholder will not receive redemption distributions with respect to the excess shares if Concord III completes its initial business combination. And as a result, such stockholder will continue to hold that number of shares exceeding 15% and, in order to dispose of such shares, would be required to sell its stock in open market transactions, potentially at a loss.

Concord III’s stockholders may be held liable for claims by third parties against Concord III to the extent of distributions received by them upon redemption of their shares.

Concord III’s amended and restated certificate of incorporation provides that Concord III will continue in existence until August 8, 2024. As promptly as reasonably possible following the redemptions Concord III is required to make to the Public Stockholders in such event, subject to the approval of Concord III’s remaining stockholders and board of directors, Concord III would dissolve and liquidate, subject to its obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. Concord III cannot assure you that it will properly assess all claims that may be potentially brought against it. As such, Concord III’s stockholders could potentially be liable for any claims to the extent of distributions received by them (but no more) and any liability of Concord III’s stockholders may extend beyond the third anniversary of the date of distribution. Accordingly, Concord III cannot assure you that third parties will not seek to recover from our stockholders’ amounts owed to them by Concord III.

If Concord III is forced to file a bankruptcy case or an involuntary bankruptcy case is filed against Concord III which is not dismissed, any distributions received by stockholders could be viewed under applicable debtor/creditor and/or bankruptcy laws as either a “preferential transfer” or a “fraudulent conveyance.” As a result, a bankruptcy court could seek to recover all amounts received by Concord III’s stockholders. In addition, Concord III’s board of directors may be viewed as having breached their fiduciary duties to Concord III’s creditors and/or may have acted in bad faith, and thereby exposing itself and Concord III to claims of punitive damages, by paying Public Stockholders from the Trust Account prior to addressing the claims of creditors. Concord III cannot assure you that claims will not be brought against Concord III for these reasons.

If third parties bring claims against Concord III, the proceeds held in the Trust Account could be reduced and the per share redemption amount received by stockholders may be less than $10.00 per share, the offering price per Concord III Unit in the IPO.

Concord III’s placing of funds in the Trust Account may not protect those funds from third-party claims against Concord III. Although Concord III has sought to have all vendors, service providers (other than its independent registered public accounting firm), prospective target businesses or other entities with which it does business execute agreements with Concord III waiving any right, title, interest or claim of any kind in or to any monies held in the Trust Account for the benefit of the Public Stockholders, such parties may not execute such agreements, or even if they execute such agreements they may not be prevented from bringing claims against the Trust Account, including, but not limited to, fraudulent inducement, breach of fiduciary responsibility or other similar claims, as well as claims challenging the enforceability of the waiver, in each case in order to gain advantage with respect to a claim against Concord III’s assets, including the funds held in the Trust Account. If any third party refuses to execute an agreement waiving such claims to the monies held in the Trust Account, Concord III’s management will perform an analysis of the alternatives available to it and will only enter into an agreement with a third party that has not executed a waiver if management believes that such third party’s engagement would be significantly more beneficial to Concord III than any alternative.

Examples of possible instances where Concord III may engage a third party that refuses to execute a waiver include the engagement of a third-party consultant whose particular expertise or skills are believed

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by management to be significantly superior to those of other consultants that would agree to execute a waiver or in cases where Concord III is unable to find a service provider willing to execute a waiver. In addition, there is no guarantee that such entities will agree to waive any claims they may have in the future as a result of, or arising out of, any negotiations, contracts or agreements with us and will not seek recourse against the Trust Account for any reason. Upon redemption of our Public Shares, if Concord III is unable to complete its initial business combination within the prescribed timeframe, or upon the exercise of a redemption right in connection with its initial business combination, Concord III will be required to provide for payment of claims of creditors that were not waived that may be brought against Concord III within the 10 years following redemption. Accordingly, the per share redemption amount received by Public Stockholders could be less than the $10.00 per share initially held in the Trust Account, due to claims of such creditors.

The Sponsor has agreed that it will be liable to Concord III 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 Concord III has entered into a written letter of intent, confidentiality or other similar agreement or business combination agreement, reduce the amount of funds in the Trust Account to below the lesser of (1) $10.20 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account if less than $10.20 per Public Share is then held in the Trust Account due to reductions in the value of the trust assets, less taxes payable, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the Trust Account (whether or not such waiver is enforceable) nor will it apply to any claims under our indemnity of the underwriters of the IPO against certain liabilities, including liabilities under the Securities Act. However, we have not asked the Sponsor to reserve for such indemnification obligations, nor have we independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and we believe that the Sponsor’s only assets are securities of our company. Therefore, we cannot assure you that the Sponsor would be able to satisfy those obligations. As a result, if any such claims were successfully made against the Trust Account, the funds available for our initial business combination and redemptions could be reduced to less than $10.20 per Public Share. In such event, we may not be able to complete our initial business combination, and you would receive such lesser amount per share in connection with any redemption of your Public Shares. None of our officers or directors will indemnify us for claims by third parties including, without limitation, claims by vendors and prospective target businesses.

Concord III’s directors may decide not to enforce indemnification obligations against the Sponsor, resulting in a reduction in the amount of funds in the Trust Account available for distribution to the Public Stockholders.

In the event that the proceeds in the Trust Account are reduced below the lesser of (1) $10.20 per Public Share and (2) the actual amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account is less than $10.20 per Public Share due to reductions in the value of the trust assets, in each case less taxes payable, and the Sponsor asserts that it is unable to satisfy its obligations or that it has no indemnification obligations related to a particular claim, Concord III’s independent directors would determine whether to take legal action against the Sponsor to enforce such indemnification obligations. While we currently expect that Concord III independent directors would take legal action on our behalf against the Sponsor to enforce its indemnification obligations to us, it is possible that Concord III’s independent directors in exercising their business judgment and subject to their fiduciary duties may choose not to do so in any particular instance. If Concord III’s independent directors choose not to enforce these indemnification obligations, the amount of funds in the Trust Account available for distribution to Public Stockholders may be reduced below $10.20 per Public Share.

Concord III does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it easier for Concord III to consummate the Business Combination even if a substantial majority of Concord III’s stockholders do not agree.

Concord III’s amended and restated certificate of incorporation does not provide a specified maximum redemption threshold. As a result, Concord III may be able to consummate the Business Combination even though a substantial majority of the Public Stockholders do not agree with the Business Combination and have redeemed their shares.

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New GCT may redeem your unexpired Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Public Warrants worthless.

New GCT will have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the closing price of New GCT Class A Common Stock equals or exceeds $18.00 per share (subject to certain adjustments) for any 20 trading days within a 30 trading day period ending on the third trading day prior to the date New GCT gives notice of redemption and provided that certain other conditions are met. If and when the Public Warrants become redeemable by New GCT, New GCT may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. As a result, New GCT may redeem the Public Warrants as set forth above even if the holders are otherwise unable to exercise the warrants. Redemption of the outstanding Public Warrants could force you to (i) exercise your Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants or (iii) accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your Public Warrants. Historical trading prices for the New GCT Common Stock have not exceeded the $18.00 per share threshold for 20 trading days within a 30 trading-day period that would permit redemption of the Public Warrants.

None of the Private Warrants held by the Sponsor or CA2 will be redeemable by New GCT so long as they are held by the Sponsor or its permitted transferees or CA2, respectively. Once the Private Warrants are transferred to persons other than a permitted transferee, the Private Warrants become Public Warrants and will be subject to redemption. The other material differences between the Private Warrants and the Public Warrants, including that the Private Warrants can be exercised on a cashless basis at any time and are not transferable for 30 days following the completion of an initial business combination, are described under “Description of New GCT’s Securities — Warrants.”

In the event that New GCT elects to redeem all of the Public Warrants as described above, it will fix a date for the redemption (the “Redemption Date”). Pursuant to the terms of the Concord III Warrant Agreement, notice of redemption will be mailed by first class mail, postage prepaid, by New GCT not less than 30 days prior to the Redemption Date to the registered holders of the Public Warrants to be redeemed at their last addresses as they appear on the registration books. In addition, New GCT expects that it will issue a press release and file a current report on Form 8-K with the SEC containing the notice of redemption. Further, beneficial owners of the Public Warrants will be notified of such redemption via the posting of the redemption notice to DTC.

New GCT will not be contractually obligated to notify investors when the Public Warrants become eligible for redemption and does not intend to so notify investors upon eligibility of the Public Warrants for redemption, unless and until it elects to redeem such warrants pursuant to the terms of the Concord III Warrant Agreement.

We may amend the terms of the Concord III Warrants in a manner that may be adverse to holders with the approval by the holders of at least 50% of the then-outstanding Public Warrants.

The Concord III Warrants were issued in registered form under the Concord III Warrant Agreement. The Concord III Warrant Agreement provides that the terms of the Concord III Warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision but requires the approval by the holders of at least 50% of the then-outstanding Public Warrants to make any change that adversely affects the interests of the registered holders. Accordingly, we may amend the terms of the Concord III Warrants in a manner adverse to a holder if holders of at least 50% of the then-outstanding Public Warrants approve of such amendment. Although our ability to amend the terms of the Concord III Warrants with the consent of at least 50% of the then-outstanding Public Warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the Concord III Warrants, convert the Concord III Warrants into cash or stock (at a ratio different than initially provided), shorten the exercise period or decrease the number of shares of Concord III Class A Common Stock issuable upon exercise of a Concord III Warrant.

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Concord III will require Public Stockholders who wish to redeem their shares of Concord III Class A Common Stock in connection with the Business Combination to comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline for exercising their rights.

Concord III will require the Public Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to either tender their certificates to our transfer agent prior to the expiration date set forth in the tender offer documents mailed to such holders, or in the event we distribute proxy materials, up to two business days prior to the vote on the proposal to approve the Business Combination, or to deliver their shares to the transfer agent electronically using DTC’s Deposit/​Withdrawal at Custodian System (“DWAC System”), at the holder’s option. Holders of Concord III Units must elect to separate the units into the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares. If holders hold their Concord III Units in an account at a brokerage firm or bank, holders must notify their broker or bank that they elect to separate the units into the underlying Public Shares and Public Warrants, or if a holder holds Concord III Units registered in its own name, the holder must contact our transfer agent directly and instruct them to do so. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because we do not have any control over this process or over the brokers or DTC, it may take significantly longer than one week to obtain a physical stock certificate. While we have been advised that it takes a short time to deliver shares through the DWAC System, this may not be the case. Under our bylaws, we are required to provide at least 10 days advance notice of any stockholder meeting, which would be the minimum amount of time a stockholder would have to determine whether to exercise redemption rights. Accordingly, if it takes longer than we anticipate for stockholders to deliver their shares, stockholders who wish to redeem may be unable to meet the deadline for exercising their redemption rights and thus may be unable to redeem their shares. In the event that a stockholder fails to comply with the various procedures that must be complied with in order to validly tender or redeem Public Shares, its shares may not be redeemed.

Additionally, despite our compliance with the proxy rules, stockholders may not become aware of the opportunity to redeem their shares.

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 special purpose acquisition companies, 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.

Since we instructed the trustee to liquidate the securities held in the Trust Account and instead to hold the funds in the Trust Account in an interest bearing deposit account at a bank in order to seek to mitigate the risk that we could be deemed to be an investment company for purposes of the Investment Company Act, 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 Concord III.

Upon the 24-month anniversary of the effective date of the registration statement relating to the IPO, to mitigate the risk of us being deemed to be an unregistered investment company (including under the

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subjective test of Section 3(a)(1)(A) of the Investment Company Act) and thus subject to regulation under the Investment Company Act, we instructed 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 an interest-bearing demand deposit account at a national bank until the earlier of consummation of an initial business combination or liquidation of our company. Following such liquidation, we may receive minimal interest, if any, on the funds held in the Trust Account. However, interest 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, our decision to liquidate the securities held in the Trust Account and thereafter to hold all funds in the Trust Account in an interest-bearing demand deposit account at a bank may reduce the dollar amount the Public Stockholders would receive upon any redemption or liquidation of our company.

In addition, we may be deemed to be an investment company even though the funds in the Trust Account were 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 prior to the 24 month anniversary of the effective date of the registration statement relating to the IPO.

A 1% U.S. federal excise tax could be imposed on Concord III in connection with redemptions of Concord III Common Stock.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into U.S. federal law. The IRA provides for, among other things, a new 1% U.S. federal excise tax on certain repurchases (including certain redemptions) of stock by publicly traded U.S. corporations and certain U.S. subsidiaries of publicly traded non-U.S. corporations (each, a “covered corporation”). The excise tax applies to stock repurchases occurring in 2023 and beyond. It is currently expected that Concord III (a Delaware corporation whose securities are trading on NYSE) is a “covered corporation” for this purpose. The amount of the excise tax is generally 1% of the fair market value of the shares repurchased at the time of the repurchase. The U.S. Department of the Treasury has authority to provide excise tax regulations and other guidance to carry out, and prevent the abuse or avoidance of, the excise tax. On December 27, 2022, the U.S. Department of the Treasury issued a notice that provides interim operating rules for the excise tax, including rules governing the calculation and reporting of the excise tax, on which taxpayers may rely until the forthcoming proposed Treasury Regulations addressing the excise tax are published. Although such notice clarifies certain aspects of the excise tax, the interpretation and operation of other aspects of the excise tax remain unclear, and such interim operating rules are subject to change.

The extent of the excise tax that may be incurred in connection with a conversion of Concord III Common Stock into cash would depend on a number of factors, including (i) whether the conversion is treated as a repurchase of stock for purposes of the excise tax, (ii) the fair market value of the stock converted in connection with the Business Combination, (iii) the nature and amount of the equity issued, if any, by Concord III in connection with the Business Combination, and (iv) the content of forthcoming regulations and other guidance from the U.S. Department of the Treasury. As noted above, the excise tax is imposed on the repurchasing corporation itself, not the stockholders from whom stock is repurchased, and only limited guidance on the mechanics of any required reporting and payment of the excise tax on which taxpayers may rely have been issued to date. The imposition of the excise tax could reduce the amount of cash available to Concord III for effecting the conversions of Concord III Common Stock and could reduce the cash on hand for New GCT to fund operations and to make distributions to shareholders following the Business Combination.

We have identified material weaknesses in our internal control over financial reporting as of September 30, 2023. If we are unable to develop and maintain an effective system of internal control over financial reporting, we may not be able to accurately report our financial results in a timely manner, which may adversely affect investor confidence in us and materially and adversely affect our business and operating results.

During the course of preparing our financial statements as of and for the period ended September 30, 2023, we identified a material weakness in our internal control over financial reporting relating to our accounting for complex financial instruments. A material weakness is a deficiency, or a combination of

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deficiencies, in internal control over financial reporting such that there is a reasonable possibility that a material misstatement of our annual or interim financial statements will not be prevented, or detected and corrected on a timely basis.

Effective internal controls are necessary for us to provide reliable financial reports and prevent fraud. We continue to evaluate steps to remediate the material weaknesses. These remediation measures may be time consuming and costly and there is no assurance that these initiatives will ultimately have the intended effects.

If we identify any new material weaknesses in the future, any such newly identified material weakness could limit our ability to prevent or detect a misstatement of our accounts or disclosures that could result in a material misstatement of our annual or interim financial statements. In such case, we may be unable to maintain compliance with securities law requirements regarding timely filing of periodic reports in addition to applicable stock exchange listing requirements, investors may lose confidence in our financial reporting and our stock price may decline as a result. We cannot assure you that the measures we have taken to date, or any measures we may take in the future, will be sufficient to avoid potential future material weaknesses.

We may face litigation and other risks as a result of the material weaknesses in our internal control over financial reporting.

As a result of the material weaknesses in our internal control over financial reporting, accounting for complex financial instruments and other matters raised or that may in the future be raised by the SEC, we potentially face litigation or other disputes which may include, among others, claims invoking the federal and state securities laws, contractual claims or other claims arising from the material weaknesses and the preparation of our financial statements. As of the date of this proxy statement/prospectus, we have no knowledge of any such litigation or dispute. However, we can provide no assurance that such litigation or dispute will not arise in the future. Any such litigation or dispute, whether successful or not, could have a material adverse effect on our business, results of operations and financial condition or our ability to complete a business combination.

Concord III’s independent registered public accounting firm’s report for the year ended December 31, 2022 contains an explanatory paragraph that expresses substantial doubt about Concord III’s ability to continue as a “going concern.”

As of September 30, 2023, Concord III had incurred and expects to continue to incur costs in pursuit of its financing and acquisition plans. Concord III cannot assure you that its plans to raise capital or to consummate an initial business combination will be successful. If Concord III is unable to raise additional funds to alleviate liquidity needs and complete a business combination by November 8, 2024 (as such date may be extended by approval of the Concord III stockholders), then Concord III will cease all operations except for the purpose of liquidating. The liquidity condition and date for mandatory liquidation and subsequent dissolution raise substantial doubt about Concord III’s ability to continue as a going concern. The financial statements contained elsewhere in this proxy statement/prospectus do not include any adjustments that might result from our inability to continue as a going concern.

We may be the target of securities class action and derivative lawsuits which could result in substantial costs and may delay or prevent the Business Combination from being completed.

Securities class action lawsuits and derivative lawsuits are often brought against public companies that have entered into merger or other business combination agreements like the Business Combination Agreement. Even if the lawsuits are without merit, defending against these claims can result in substantial costs and divert management time and resources. An adverse judgment could result in monetary damages, which could have a negative impact on Concord III’s or GCT’s liquidity and financial condition. Additionally, if a plaintiff is successful in obtaining an injunction prohibiting completion of the Business Combination, then that injunction may delay or prevent the Business Combination from being completed or from being completed within the expected timeframe, which may adversely affect Concord III’s or GCT’s or, if the Business Combination is completed but delayed, New GCT’s business, financial position and results of operations. As of the date of this proxy statement/prospectus, no lawsuits have been filed in connection with the Business Combination, but we cannot predict whether any such lawsuits will be filed.

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Our warrants are accounted for as liabilities and the changes in value of our warrants could have a material effect on our financial results.

On April 12, 2021, the staff of the Securities and Exchange Commission (the “SEC Staff”) issued a public statement entitled “Staff Statement on Accounting and Reporting Considerations for Warrants issued by Special Purpose Acquisition Companies (the “SEC Staff Statement”). In light of the SEC Staff Statement, we evaluated the accounting treatment of the Concord III Warrants, and pursuant to the guidance in ASC 815, Derivatives and Hedging, determined the Concord III Warrants should be classified as derivative liabilities measured at fair value on our balance sheet, with any changes in fair value to be reported each period in earnings on our statement of operations. As a result of the recurring fair value measurement, our financial statements may fluctuate quarterly, based on factors, which are outside of our control. Due to the recurring fair value measurement, we expect that we will recognize non-cash gains or losses on our warrants each reporting period and that the amount of such gains or losses could be material.

The 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 units, Class A common stock and warrants are listed on the NYSE. On January 19, 2024, we received a notification from the NYSE informing us that, because the number of public stockholders is less than 300, we are not in compliance with Section 802.01B of the Listing Rule. Although we plan to promptly submit a Compliance Plan that demonstrates how we expect to return to compliance with the Listing Rule within 18 months of receipt of the Notice, we cannot assure you that our securities will continue to be listed on the NYSE in the future or prior to our initial business combination. In order to continue listing our securities on the NYSE prior to our initial business combination, we must maintain certain financial, distribution and stock price levels. In general, we must maintain a minimum number of holders of our securities (generally 300 public stockholders). Additionally, in connection with our initial business combination, we will be required to demonstrate compliance with the NYSE’s initial listing requirements, which are more rigorous than the NYSE’s continued listing requirements, in order to continue to maintain the listing of our securities on the NYSE.

If the 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. If this were to occur, we could face significant material adverse consequences, including:

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a limited availability of market quotations for our securities;

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reduced liquidity for our securities;

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a determination that our Class A common stock is a “penny stock” which will require brokers trading in our Class A common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for our securities;

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a limited amount of news and analyst coverage; and

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a decreased ability to issue additional securities or obtain additional financing in the future.

Risks Related to Ownership of New GCT Common Stock Following the Business Combination

Unless the context otherwise requires, all references in this section to “we,” “us,” or “our” refer to New GCT.

New GCT may experience significant fluctuations in our results of operations, including as a result of seasonality, making it difficult to project future results.

Our operating results may vary significantly and are not necessarily an indication of future performance. These fluctuations may be a result of a variety of factors, some of which are beyond our control, such as COVID-19. Our ability to attract and retain new customers and suppliers, increased competition in the markets in which we operate, our ability to expand our operations in new and existing markets, our ability to maintain an adequate growth rate and effectively manage that growth, our ability to keep pace with technological changes in the industries in which we operate, changes in governmental or other regulations affecting our business, harm to our brand or reputation, and other risks described elsewhere in these risk

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factors. As such, we may not accurately forecast our operating results. We base our expense levels and investment plans on estimates, which has become more challenging in light of COVID-19. A significant portion of our expenses and investments are fixed, and we may not be able to adjust our spending quickly enough if our revenue is less than expected, resulting in losses that exceed our expectations. If we are unable to achieve sustained profits, our business, financial condition, and results of operations would be negatively impacted.

The market price of New GCT Common Stock may be volatile, and the value of our common stock may decline.

If the benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of New GCT Common Stock prior to the consummation of the Business Combination may decline. The market values of New GCT Common Stock at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement/prospectus or the date on which Concord III stockholders vote on the Business Combination. Because the number of shares to be issued pursuant to the Business Combination Agreement will not be adjusted to reflect any changes in the market price of the New GCT Common Stock, the market value of shares issued in the Business Combination may be higher or lower than the values of these shares on earlier dates. The market price of New GCT Common Stock is likely to be volatile and could be subject to wide fluctuations in response to the risk factors described in the proxy statement/prospectus, as well as others.

In addition, stock markets, and the trading of technology companies’ stocks in particular, have experienced significant price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies, including transportation companies and technology companies, have fluctuated in a manner often unrelated to the operating performance of those companies. Stockholder activism, which could take many forms or arise in a variety of situations, has been increasing recently. Volatility in the stock price of New GCT Common Stock or other reasons may in the future cause it to become the target of securities litigation or shareholder activism. Shareholder activism or securities litigation could give rise to perceived uncertainties regarding the future of our business and it could subject us to substantial costs, divert resources and the attention of management from our business and adversely affect relationships with suppliers, hosts, guests and other parties.

Future sales of common stock after the consummation of the Business Combination may cause the market price of New GCT Common Stock to drop significantly, even if New GCT’s business is doing well.

Sales of a substantial number of shares of New GCT Common Stock in the public market, or the perception that such sales could occur, could adversely affect the market price of New GCT Common Stock and may make it more difficult for investors to sell their shares of New GCT Common Stock at a time and price that investors deem appropriate. All outstanding shares of New GCT Common Stock previously held by the pre-Business Combination Public Stockholders at the completion of the Business Combination and a substantial number of shares of New GCT Common Stock issued as merger consideration in the Business Combination are freely tradable without restriction under the Securities Act, except for any shares of New GCT Common Stock that may be held or acquired by our directors, executive officers and other affiliates, as that term is defined in the Securities Act, which are subject to restrictions under the Securities Act.

We intend to file registration statements on Form S-8 under the Securities Act to register shares of New GCT Common Stock that may be issued under our incentive award plans from time to time, as well as any shares of New GCT Common Stock underlying outstanding options that have been granted to our directors, executive officers and other employees, all of which are subject to time-based vesting conditions. Shares registered under these registration statements will be available for sale in the public market upon issuance subject to vesting arrangements and exercise of options, as well as Rule 144 in the case of our affiliates.

We are unable to predict the effect that these sales, particularly sales by our directors, executive officers and significant stockholders, may have on the prevailing market price of New GCT Common Stock. If holders of these shares sell, or indicate an intent to sell, substantial amounts of New GCT Common Stock in the public market, the trading price of New GCT Common Stock could decline significantly and make it difficult for us to raise funds through securities offerings in the future.

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There can be no assurance that the Business Combination will achieve our objectives of providing the company with sufficient capital, and if we require additional capital to fund our operations or expected growth, there can be no assurance that we will be able to obtain such funds on attractive terms or at all, and you may experience dilution as a result.

We expect our capital expenditures to continue to be significant in the foreseeable future as we expand our business, and that our level of capital expenditures will be significantly affected by user demand for our products and services. The fact that we have a limited operating history means we have limited historical data on the demand for our products and services. As a result, our future capital requirements may be uncertain and actual capital requirements may be different from those currently anticipated. We may need to seek equity or debt financing to finance a portion of our capital expenditures. Such financing might not be available to us in a timely manner or on terms that are acceptable, or at all.

Our ability to obtain the necessary financing to carry out our business plan is subject to a number of factors, including general market conditions and investor acceptance of our business model. These factors may make the timing, amount, terms and conditions of such financing unattractive or unavailable to us. If we are unable to raise sufficient funds, we will have to significantly reduce our spending, delay or cancel our planned activities or substantially change our corporate structure. We might not be able to obtain any funding, and we might not have sufficient resources to conduct our business as projected, both of which could mean that we would be forced to curtail or discontinue our operations.

In addition, our future capital needs and other business reasons could require us to sell additional equity or debt securities or obtain a credit facility. The sale of additional equity or equity-linked securities could dilute our stockholders. The incurrence of indebtedness would result in increased debt service obligations and could result in operating and financing covenants that would restrict our operations or our ability to pay dividends to our stockholders. If we cannot raise additional funds when we need or want them, our business, financial condition, and results of operations could be negatively impacted.

New GCT’s audited financial position and results of operations may differ materially from the unaudited pro forma financial information presented to investors.

Concord III has been recently incorporated and has no operating history and no revenues. While the unaudited pro forma financial information contained in this proxy statement/prospectus represents the best estimates of Concord III’s and GCT’s management, it is presented for illustrative purposes only and may not be an accurate indication of Concord III’s financial position or results of operations if the Business Combination are completed on the dates indicated. The unaudited pro forma financial information has been derived from the audited and unaudited historical financial statements of Concord III and GCT and certain adjustments and assumptions have been made regarding Concord III after giving effect to the Business Combination. Differences between preliminary estimates in the unaudited pro forma financial information and the final acquisition accounting will occur and could have a material impact on the unaudited pro forma financial information and Concord III’s financial position and future results of operations.

In addition, the assumptions used in preparing the unaudited pro forma financial information may not prove to be accurate, and other factors may affect Concord III’s financial condition or results of operations following the Closing. Any potential decline in Concord III’s financial condition or results of operations may cause significant fluctuations in the price of New GCT Common Stock.

We have broad discretion in the use of the proceeds from the Business Combination and may not use them effectively.

Our management team has broad discretion with respect to the application of the net proceeds from the Business Combination. Our management team may not successfully or efficiently manage the proceeds from the Business Combination because of insufficient experience in dealing with such proceeds, inadequate attention paid to their management, or other effects of the Business Combination. If we do not use the proceeds from the Business Combination effectively, our business, financial condition, and results of operations could be negatively impacted.

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New GCT may be subject to securities or class action litigation, which is expensive and could divert management attention.

Following the Business Combination, New GCT’s share price may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities litigation, including class action litigation. New GCT may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on New GCT’s business, financial condition, and results of operations. Any adverse determination in litigation or any amounts paid to settle any such actual or threatened litigation could require that New GCT make significant payments and/or could also subject New GCT to significant liabilities.

Delaware law and provisions in the Proposed Certificate of Incorporation and the New GCT Bylaws could make a takeover proposal more difficult.

Certain provisions of the Proposed Certificate of Incorporation, the proposed bylaws of New GCT (the “New GCT Bylaws”) and laws of the State of Delaware could discourage, delay, defer or prevent a merger, tender offer, proxy contest or other change of control transaction that a stockholder may consider favorable, including those attempts that might result in a premium over the market price for New GCT Common Stock. Among other things, the Proposed Certificate of Incorporation and New GCT Bylaws include provisions that:

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provide for a classified board of directors with staggered, three-year terms, which could delay the ability of stockholders to change the membership of a majority of the New GCT board of directors;

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prohibit cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

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provide for the right of the New GCT board of directors to elect a director to fill a vacancy created by the expansion of the New GCT board of directors or the resignation, death or removal of a director in certain circumstances, which prevents stockholders from being able to fill vacancies on the New GCT board of directors;

•

permit the New GCT board of directors to issue shares of common stock and preferred stock, including “blank check” preferred stock, and to determine the price and other terms of those shares, including preferences and voting rights of the preferred stock, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

•

prohibit stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of stockholders;

•

require that a meeting of stockholders may not be called by stockholders, which may delay the ability of stockholders to force consideration of a proposal or to take action, including the removal of directors.

•

provide advance notice requirements for nominations for election to the New GCT board of directors or for proposing matters that can be acted upon by stockholders at annual meetings of stockholders, which could preclude stockholders from bringing matters before annual meetings of stockholders and delay changes in the New GCT board of directors and also may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of the company;

•

require a supermajority vote for the removal of directors for cause; and

•

provide the right of the New GCT board of directors to make, alter, or repeal the New GCT Bylaws, which may allow the New GCT board of directors to take additional actions to prevent an unsolicited takeover and inhibit the ability of an acquirer to amend the New GCT Bylaws to facilitate an unsolicited takeover attempt.

These provisions, alone or together, could delay hostile takeovers and changes in control of New GCT or changes in the New GCT board of directors and New GCT’s management.

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As a Delaware corporation, New GCT is also subject to provisions of Delaware law, including Section 203 of the DGCL, which prevents some stockholders holding more than 15% of outstanding New GCT Common Stock from engaging in certain business combinations without approval of the holders of substantially all of New GCT Common Stock. Any provision of the Proposed Certificate of Incorporation or New GCT Bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for stockholders to receive a premium for their shares of New GCT Common Stock and could also affect the price that some investors are willing to pay for New GCT Common Stock. See “Description of New GCT’s Securities.”

Our Proposed Certificate of Incorporation and the New GCT Bylaws provide for an exclusive forum in the Court of Chancery of the State of Delaware for certain disputes between us and our stockholders, and that the federal district courts of the United States will be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act.

Our Proposed Certificate of Incorporation provide, that: unless New GCT consents in writing to the selection of an alternative forum, (i) (a) any derivative action or proceeding brought on behalf of New GCT, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of New GCT to New GCT or New GCT’s stockholders, (c) any action asserting a claim against New GCT or its current or directors, officers, employees, or stockholders arising pursuant to any provision of DGCL, the Proposed Certificate of Incorporation or New GCT Bylaws (as either may be amended or restated) or as to which DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (d) any action asserting a claim against New GCT or its current or former directors, officers, employees, or stockholders governed by the internal affairs doctrine of the law of the State of Delaware shall, to the fullest extent permitted by law, be brought by any stockholder (including a beneficial owner) exclusively in the Court of Chancery of the State of Delaware or, solely if such court does not have subject matter jurisdiction thereof, in the United States District Court for the District of Delaware; and (ii) the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Nothing in our Proposed Certificate of Incorporation or New GCT Bylaws precludes stockholders that assert claims under the Exchange Act from bringing such claims in federal court to the extent that the Exchange Act confers exclusive federal jurisdiction over such claims, subject to applicable law.

We believe these provisions may benefit us by providing increased consistency in the application of Delaware law and federal securities laws by chancellors and judges, as applicable, particularly experienced in resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to other forums and protection against the burdens of multi-forum litigation. If a court were to find the choice of forum provision that is contained in our restated certificate of incorporation or amended and restated bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition, and results of operations. For example, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act.

The choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our current or former director, officer, other employee, agent, or stockholder to the company, which may discourage such claims against us or any of our current or former director, officer, other employee, agent, or stockholder to the company and result in increased costs for investors to bring a claim.

The Concord III Warrant Agreement designates the courts of the State of New York or the United States District Court for the Southern District of New York as the sole and exclusive forum for certain types of actions and proceedings that may be initiated by holders of Concord III Warrants, which could limit the ability of warrant holders to obtain a favorable judicial forum for disputes with us.

The Concord III Warrant Agreement provides that, subject to applicable law, (i) any action, proceeding or claim against us arising out of or relating in any way to the Concord III Warrant Agreement, including

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under the Securities Act, will be brought and enforced in the courts of the State of New York or the United States District Court for the Southern District of New York, and (ii) that we irrevocably submit to such jurisdiction, which jurisdiction will be the exclusive forum for any such action, proceeding or claim. We will waive any objection to such exclusive jurisdiction and that such courts represent an inconvenient forum.

Notwithstanding the foregoing, these provisions of the Concord III Warrant Agreement do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal district courts of the United States of America are the sole and exclusive forum. Any person or entity purchasing or otherwise acquiring any interest in any of the Concord III Warrants will be deemed to have notice of and to have consented to the forum provisions in the Concord III Warrant Agreement. Holders of Concord III Warrants cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

If any action within the scope of the forum provisions of the Concord III Warrant Agreement is filed in a court other than a court of the State of New York or the United States District Court for the Southern District of New York in the name of any holder of Concord III Warrants, such holder will be deemed to have consented to the personal jurisdiction of the state and federal courts located in the State of New York or the United States District Court for the Southern District of New York in connection with any action brought in any such court to enforce the forum provisions and having service of process made upon such warrant holder in any such action by service upon such warrant holder’s counsel in such action as agent for such warrant holder.

This choice of forum provision in the Concord III Warrant Agreement may limit a Concord III Warrant holder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us, which may discourage such lawsuits and result in increased costs for holders to bring a claim. Alternatively, if a court were to find this choice of forum provision inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially and adversely affect our business, financial condition and results of operations.

Other General Risk Factors

While GCT and Concord III work to complete the Business Combination, GCT management’s focus and resources may be diverted from operational matters and other strategic opportunities.

Successful completion of the Business Combination may place a significant burden on management and other internal resources. The diversion of management’s attention and any difficulties encountered in the transition process could harm New GCT’s business, financial condition, results of operations and prospects. In addition, uncertainty about the effect of the Business Combination on GCT’s systems, employees, customers, partners, and other third parties, including regulators, may have an adverse effect on New GCT. These uncertainties may impair New GCT’s ability to attract, retain and motivate key personnel for a period of time after the completion of the Business Combination.

GCT may be restricted during the pendency of the Business Combination pursuant to terms of the Business Combination Agreement.

Prior to the consummation of the Business Combination, GCT is subject to customary interim operating covenants relating to carrying on its business in the ordinary course of business and is also subject to customary restrictions on actions that may be taken during such period without Concord III’s consent. As a result, GCT may be unable, during the pendency of the Business Combination, to make certain acquisitions and capital expenditures, borrow money and otherwise pursue other actions, even if such actions would prove beneficial.

The announcement of the Business Combination could disrupt GCT’s relationships with its customers and others, as well as its operating results and business generally.

The announcement of the Business Combination could disrupt GCT’s business in the following ways:

•

GCT’s employees may experience uncertainty about their future roles, which might adversely affect our ability to retain and hire key personnel and other employees;

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•

Customers, suppliers and other parties with whom GCT maintain business relationships may experience uncertainty about our future and seek alternative relationships with third parties, seek to alter their business relationships with us. or fail to extend an existing relationship with us; and

•

GCT has expended and will continue to expend significant costs, fees and expenses for professional services and transaction costs in connection with the proposed Business Combination.

If any of the aforementioned risks were to materialize, they could lead to significant costs which may impact our business, financial condition, and results of operations.

Uncertainty about the effect of the Business Combination may affect GCT’s ability to retain key employees and integrate management structures and may negatively impact our management, strategy and results of operations.

GCT’s success depends in large part on its ability to attract and retain high-quality management, operations, engineering, and other personnel who are in high demand, are often subject to competing employment offers, and are attractive recruiting targets for our competitors. Future challenges related to the Business Combination could lead to attrition and difficulty attracting high-quality employees. Future leadership transitions and management changes may cause uncertainty in, or a disruption to, our business, and may increase the likelihood of senior management or other employee turnover. The loss of qualified executives and employees, or an inability to attract, retain, and motivate high-quality executives and employees required for the planned expansion of our business, may harm our operating results and impair our ability to grow.

In addition, GCT’s failure to put in place adequate succession plans for senior and key management roles or the failure of key employees to successfully transition into new roles, for example, as a result of reductions in workforce and organizational changes that we have implemented, could have an adverse effect on our business and operating results. The unexpected or abrupt departure of one or more of GCT’s key personnel and the failure to effectively transfer knowledge and effect smooth key personnel transitions has had and may in the future have an adverse effect on our business resulting from the loss of such person’s skills, knowledge of its business, and years of industry experience. If GCT cannot effectively manage leadership transitions and management changes in the future, our reputation and future business prospects could be adversely affected.

To attract and retain key personnel, we use equity incentives, among other measures. These measures may not be sufficient to attract and retain the personnel GCT requires to operate our business effectively. Further, the equity incentives GCT currently uses to attract, retain, and motivate employees may not be as effective as in the past, particularly if the value of the underlying stock does not increase commensurate with expectations or consistent with our historical stock price growth. If GCT is unable to attract and retain high-quality management and operating personnel, our business, financial condition, and results of operations could be negatively impacted.

Following the consummation of the Business Combination, New GCT will incur significant increased expenses and administrative burdens as a public company, which could have an adverse effect on its business, financial condition and results of operations.

Following the consummation of the Business Combination, New GCT will face increased legal, accounting, administrative and other costs and expenses as a public company that GCT does not incur as a private company, and these expenses may increase even more after New GCT is no longer an EGC, as defined in Section 2(a) of the Securities Act. The Sarbanes-Oxley Act, including the requirements of Section 404, as well as rules and regulations subsequently implemented by the SEC, the Dodd-Frank Act and the rules and regulations promulgated and to be promulgated thereunder, the PCAOB and the securities exchanges, impose additional reporting and other obligations on public companies. Compliance with public company requirements will increase costs and make certain activities more time-consuming. A number of those requirements will require New GCT to carry out activities GCT has not done previously. For example, New GCT will create new board committees and adopt new internal controls and disclosure controls and procedures. In addition, expenses associated with SEC reporting requirements will be incurred. Furthermore, if any issues in complying with those requirements are identified (for example, if the auditors

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identify a material weakness or significant deficiency in the internal control over financial reporting), New GCT could incur additional costs rectifying those issues, and the existence of those issues could adversely affect New GCT’s reputation or investor perceptions of it. It may also be more expensive to obtain director and officer liability insurance. Risks associated with New GCT’s status as a public company may make it more difficult to attract and retain qualified persons to serve on the New GCT board of directors or as executive officers. The additional reporting and other obligations imposed by these rules and regulations will increase legal and financial compliance costs and the costs of related legal, accounting and administrative activities. These increased costs will require New GCT to divert a significant amount of money that could otherwise be used to expand the business and achieve strategic objectives. Advocacy efforts by stockholders and third parties may also prompt additional changes in governance and reporting requirements, which could further increase costs.

New GCT’s failure to timely and effectively implement controls and procedures required by Section 404(a) of the Sarbanes-Oxley Act that will be applicable to it after the Business Combination is consummated could have a material adverse effect on its business.

GCT is currently not subject to Section 404 of the Sarbanes-Oxley Act. However, following the consummation of the Business Combination, New GCT will be required to provide management’s attestation on internal controls. The standards required for a public company under Section 404(a) of the Sarbanes-Oxley Act are significantly more stringent than those required of GCT as a privately-held company. Management may not be able to effectively and timely implement controls and procedures that adequately respond to the increased regulatory compliance and reporting requirements that will be applicable after the Business Combination. If New GCT is not able to implement the additional requirements of Section 404(a) in a timely manner or with adequate compliance, it may not be able to assess whether its internal controls over financial reporting are effective, which may subject it to adverse regulatory consequences and could harm investor confidence and the market price of its securities.

If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports, or publish inaccurate or unfavorable research or reports, about New GCT, its business, or its market, or if they change their recommendations regarding New GCT’s securities adversely, the price and trading volume of New GCT’s securities could decline.

The trading market for New GCT’s securities will be influenced by the research and reports that industry or securities analysts may publish about New GCT, its business, market or competitors. Securities and industry analysts do not currently, and may never, publish research on New GCT. If no securities or industry analysts commence coverage of New GCT, New GCT’s share price and trading volume would likely be negatively impacted. If any of the analysts who may cover New GCT change their recommendation regarding New GCT Common Stock adversely, or provide more favorable relative recommendations about New GCT’s competitors, the price of New GCT Common Stock would likely decline. If any analyst who may cover New GCT were to cease coverage of New GCT or fail to regularly publish reports on it, New GCT could lose visibility in the financial markets, and demand for New GCT Common Stock could decrease, which in turn could cause its share price or trading volume to decline.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Capitalized terms under this section not otherwise defined in this proxy statement/prospectus have the respective meanings ascribed to them in the Business Combination Agreement.

Concord III is providing the following unaudited pro forma condensed combined financial information to aid in the analysis of the financial aspects of the Business Combination and other events contemplated by the Business Combination Agreement. The following unaudited pro forma condensed combined financial information presents the combination of the financial information of Concord III and GCT, adjusted to give effect to the Business Combination and other events contemplated by the Business Combination Agreement. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses” ​(“Article 11 of Regulation S-X”).

The unaudited pro forma condensed combined financial statements give effect to the Business Combination and other events contemplated by the Business Combination Agreement as described in this proxy statement/prospectus. The unaudited pro forma condensed combined balance sheet as of September 30, 2023 combines the historical unaudited condensed consolidated balance sheet of GCT with the historical unaudited condensed balance sheet of Concord III on a pro forma basis as if the Business Combination and the other events contemplated by the Business Combination Agreement, summarized below, had been consummated on September 30, 2023. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2023 combines the historical unaudited condensed consolidated statement of operations of GCT for the nine months ended September 30, 2023 and the historical unaudited condensed statement of operations of Concord III for the nine months ended September 30, 2023, giving effect to the Transactions as if the Business Combination and other events contemplated by the Business Combination Agreement had been consummated on January 1, 2022. The unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022 combines the historical audited statement of operations of Concord III for the year ended December 31, 2022, with the historical audited consolidated statement of operations of GCT for the year ended December 31, 2022, giving effect to the Transactions as if the Business Combination and other events contemplated by the Business Combination Agreement had been consummated on January 1, 2022.

The unaudited pro forma condensed combined financial statements have been prepared for informational purposes only and are not necessarily indicative of what New GCT’s condensed financial position or results of operations actually would have been had the Business Combination been consummated on or prior to September 30, 2023, nor are they necessarily indicative of future results of operations. In addition, the unaudited pro forma condensed combined financial statements do not purport to project the future financial position or operating results of New GCT.

The unaudited pro forma condensed combined financial information was derived from and should be read in conjunction with the following historical financial statements and the accompanying notes, which are included elsewhere in this proxy statement/prospectus:

•

audited historical financial statements of Concord III for the year ended December 31, 2022;

•

unaudited historical condensed financial statements of Concord III as of and for the nine months ended September 30, 2023;

•

audited historical consolidated financial statements of GCT for the year ended December 31, 2022;

•

unaudited historical condensed consolidated financial statements of GCT as of and for the nine months ended September 30, 2023; and

•

other information relating to Concord III and GCT included in this proxy statement/prospectus, including the Business Combination Agreement and the description of certain terms thereof and the financial and operational condition of Concord III and GCT (see “Proposal No. 1 — The Business Combination Proposal, “Concord III Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “GCT Management’s Discussion and Analysis of Financial Condition and Results of Operations”).

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Description of the Business Combination

Pursuant to the Business Combination Agreement, Merger Sub will merge with and into GCT, with GCT surviving the Merger. GCT will become a wholly-owned subsidiary of Concord III, and Concord III will immediately be renamed as “GCT Semiconductor Holding, Inc.” The aggregate transaction consideration to be paid to the GCT equity holders at the Closing pursuant to the Business Combination Agreement will have an estimated Company Value of approximately $311.5 million. The Company Value is computed as $350.0 million plus the Company Closing Cash and Company Aggregate In-the Money Warrant Exercise Price less the Company Closing Indebtedness. Upon the consummation of the Business Combination, each share of GCT capital stock will be converted into the right to receive shares of New GCT Common Stock. Each share of GCT capital stock will receive a deemed value of $10.00 per share after giving effect to a Per Share Exchange Ratio currently estimated to be approximately 0.1836, based on the terms of the Business Combination Agreement and the current fully-diluted capitalization of GCT.

Following the Business Combination and related transactions, the estimated shares to be issued are comprised of the following: 21,321,999 shares of New GCT Common Stock will be issued to GCT’s Common Stock holders based on the Per Share Exchange Ratio; 8,913,988 shares of New GCT Common Stock will be issued to GCT’s convertible promissory notes holders based on the Per Share Exchange Ratio; 612,572 shares of New GCT Common Stock will be exchanged for GCT’s Stock Options based on the Per Share Exchange Ratio; 299,999 shares of New GCT Common Stock will be exchanged for GCT’s In-The-Money Warrants based on the Per Share Exchange Ratio; 4,484,854 shares of New GCT Common Stock to be issued to PIPE Investors at a purchase price of $6.67 per share; 2,743,628 shares of New GCT Common Stock to be issued upon the conversion of CVT convertible promissory notes; and 20,000,000 shares of New GCT Common Stock to be issued to GCT stockholders if certain VWAP share price of New GCT (including upon the occurrence of a Change in Control transaction) are met as outlined below.

Under all four redemption scenarios, 3,760,000 Private Warrants will be retained by the Sponsor, 3,433,892 Sponsor shares will remain issued and outstanding, 90,000 shares will be transferred to Concord III board of directors, 1,781,626 Non-Redemption Agreement (“NRA”) investor shares will remain issued and outstanding, 201,463 Private Warrants will be retained by Public Shareholders as an incentive for extension, and 2,618,537 Company Insider Incentive Warrants and 1,399,107 Company Insider Incentive Shares will be transferred to the Company Insider Recipients at GCT’s discretion or forfeited. Under the No Redemptions, 50% Redemptions, 75% Redemptions and Maximum Redemptions scenarios, 1,920,375, 1,012,963, 508,210, and 0 Sponsor Earnout Shares, respectively, may be issued to the Sponsor if certain VWAP thresholds based on the share price of New GCT are met as outlined below.

Under the No Redemptions, 50% Redemptions, 75% Redemptions, and Maximum Redemptions scenarios, 3,941,361, 1,970,681, 985,341, and 0 shares, respectively, of New GCT Common Stock held by Concord III public stockholders prior to the Closing will remain issued and outstanding as of September 30, 2023. Under all four redemption scenarios, 17,250,000 Concord III Public Warrants outstanding prior to the Closing will remain issued and outstanding.

The Business Combination will occur based on the following transactions as contemplated by the Business Combination Agreement:

•

the Merger of Merger Sub, the wholly owned subsidiary of Concord III, with and into GCT, with GCT as the surviving company;

•

each share of GCT Common Stock, including shares of GCT Common Stock issued upon the pre-Closing conversion of GCT convertible promissory notes at conversion prices that range between $1.10 and $1.84 per share and CVT convertible promissory notes at a conversion price of $6.67 per share, will be automatically surrendered and shall cease to exist, and be exchanged for the right to receive the aggregate transaction consideration; and

•

the exchange of all outstanding vested and unvested GCT stock options, and GCT warrants into New GCT stock options, and warrants exercisable for shares of New GCT Common Stock with the same terms except for the number of shares exercisable and the exercise price, each of which will be adjusted using the Per Share Exchange Ratio.

Other related events that are contemplated to take place in connection with the Business Combination are summarized below:

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•

PIPE Financing:   Concurrently with the execution of the Business Combination Agreement, Concord III and GCT have entered into subscription agreements with certain PIPE Investors pursuant to which such investors will purchase shares of New GCT Common Stock at a purchase price of $6.67 per share, in a private placement to be consummated immediately prior to the consummation of the Business Combination. The PIPE Investors will invest an aggregate amount of $29.9 million for the issuance of 4,484,854 shares of New GCT Common Stock.

•

CVT Convertible Notes:   Concurrently with the execution of the Business Combination Agreement, GCT entered into agreements to issue GCT convertible promissory notes to certain investors, which CVT Convertible Notes shall automatically convert, concurrently upon the consummation of the Business Combination, into shares of New GCT Common Stock at a conversion price of $6.67 per share. At Closing, the CVT Convertible Notes are expected to convert into 2,743,628 shares of New GCT Common Stock.

•

Earnout Shares:   Following the Closing, if, at any time during the period starting sixty (60) Trading Days following the Closing and expiring on the fifth (5th) anniversary of the Closing Date:

•

The VWAP of the shares of New GCT Common Stock equals or exceeds $12.50 for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days (the “First Level GCT Earnout Target”), then as soon as commercially practicable and in any event within ten (10) Business Days following the achievement of the First Level GCT Earnout Target, 6,666,667 Earnout Shares will be issued to the stockholders of GCT as of immediately prior to the Closing (including any GCT stockholders who received Note Conversion Stock upon conversion of any GCT Convertible Notes) and the Financing Investors (collectively, the “GCT Earnout Recipients”).

•

The VWAP of the shares of New GCT Common Stock equals or exceeds $15.00 for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days (the “Second Level GCT Earnout Target”), then as soon as commercially practicable and in any event within ten (10) Business Days following the achievement of the Second Level GCT Earnout Target, 6,666,666 Earnout Shares will be issued to the GCT Earnout Recipients.

•

The VWAP of the shares of New GCT Common Stock equals or exceeds $17.50 for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days (the “Third Level GCT Earnout Target” and together with the First Level GCT Earnout Target and the Second Level GCT Earnout Target, the “GCT Earnout Targets”), then as soon as commercially practicable and in any event within ten (10) Business Days following the achievement of the Third Level GCT Earnout Target, 6,666,667 Earnout Shares will be issued to the GCT Earnout Recipients.

In the event of a transaction that results in a Change in Control in which shares of New GCT Common Stock are converted into the right to receive cash or other consideration having a value equal to or in excess of a GCT Earnout Target, then the Earnout Shares subject to the applicable GCT Earnout Target that have not been previously issued will be issued to the GCT Earnout Recipients effective as of immediately prior to the consummation of such transaction. The determination as to the conversion of Company Earnout Shares for the consideration payable with respect to a Change in Control transaction will take into consideration the dilutive effect of any potentially dilutive securities (including the Earnout Shares) to the holders of New GCT Common Stock. In the event of a transaction that results in a Change in Control in which shares of New GCT Common Stock are converted into the right to receive cash or other consideration having a value less than GCT Earnout Target, then the Earnout Shares subject to the applicable GCT Earnout Target that have not been previously issued will be forfeited.

•

Sponsor Shares:   In connection with the Business Combination Agreement, the Sponsor Parties shall (a) vote all of its shares of Concord III Common Stock in favor of the Business Combination and related transactions, (b) not redeem its shares of Concord III Common Stock, (c) waive anti-dilution protection with respect to its shares of Concord III Class B Common Stock and (d) forfeit or subject to an earnout certain shares of Concord III Class B Common Stock and certain Private Warrants. Based on the assumptions used in the selected pro forma financial information, 8,535,000

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Sponsor Shares are assumed to be issued and outstanding at the Closing under all redemption scenarios. The Sponsor Shares are expected to be transferred at the Closing based on the following: 1,399,107 Company Insider Incentive Shares under all four redemption scenarios, 3,433,892 Sponsor Shares vested under all four redemption scenarios, 1,781,626 NRA shares under all four redemption scenarios, and 1,920,375, 1,012,963, 508,210 and 0 Sponsor Earnout Shares, respectively, may be earned by the Sponsor. The number of Sponsors Shares forfeited at Closing is calculated as the ratio of the SPAC Funding (after giving effect to the exercise of Redemption Rights and any proceeds of the PIPE Financing and CVT Convertible Notes not provided by GCT Insiders) divided by $40.0 million. For the Sponsor Shares not forfeited at Closing, the Sponsor will receive the Sponsor Earnout Shares if certain VWAP are met as outlined above under the No Redemptions, 50% Redemptions, 75% Redemptions and Max Redemptions scenarios.

•

Sponsor Private Warrants:   Sponsor Private Warrants are defined as the warrants to purchase shares of Concord III Common Stock purchased in a private placement in connection with the IPO. Based on the assumptions used in the selected pro forma financial information, 9,400,000 Private Warrants are assumed to be issued and outstanding immediately before the Closing under all redemption scenarios. The Private Warrants are allocated at the Closing under all redemption scenarios based on the following components: 2,618,537 Company Insider Incentive Warrants, 201,463 Public Stockholder Incentive Warrants, 3,760,000 Private Warrants vested, and 2,820,000 Private Warrants forfeited.

•

Company Insider Incentive Shares:   The Company Insider Incentive Shares are defined as the sum of 1,399,107 shares of Concord III Class B Common Stock plus the Sponsor Unretained Earnout Shares, which are defined as the number of shares of Concord III Class B Common Stock equal to the difference of 1,920,375 minus the number of Sponsor Earnout Shares. The Company Insider Incentive Shares will be allocated by GCT to the Company Insider Recipients, with the allocation among the Company Insider Recipients to be determined at GCT’s discretion to incentivize investment. Any Company Insider Incentive Shares allocated by the GCT to a Company Insider Recipient are subject to and contingent upon the Closing and are not subject to vesting conditions after the Closing. If the aggregate proceeds from the Company Insider Financing exceeds $50.0 million, the Concord III Class B Common Stock can be allocated by GCT to the Company Insider Recipients. Upon the Closing, all Sponsor Unretained Earnout Shares that have not otherwise been allocated by GCT to the Company Insider Recipients will be forfeited. Based on the assumptions used in the selected pro forma financial information, 1,399,107 Company Insider Incentive Shares are assumed to be outstanding and issued to Company Insider Recipients at the Closing under all redemption scenarios, as the Company Insider Financing is estimated to be less than $50.0 million. If the Company Insider Financing is greater than $50.0 million, the additional Sponsor Unretained Earnout Shares can be allocated by GCT to Company Insider Recipients.

•

Company Insider Incentive Warrants:   The Company Insider Incentive Warrants is defined as 2,820,000 Private Warrants. The Sponsor agrees that a portion equal to the Company Insider Incentive Ratio of the Company Insider Incentive Warrants shall be allocated by GCT to the Company Insider Recipients, with the allocation among the Company Insider Recipients to be determined at GCT’s discretion to incentivize investment. Any Company Insider Incentive Warrants so allocated by GCT to Company Insider Recipients are, subject to and contingent upon the Closing, (i) transferred to the Company Insider Recipients prior to the Effective Time and (ii) not subject to vesting conditions. Any Company Insider Incentive Shares and Company Insider Incentive Warrants that have not otherwise been allocated by GCT to the Company Insider Recipients may be allocated by GCT, in their sole discretion, to investors in the PIPE Financing, the CVT Financing or any other equity, convertible debt or debt financing entered into or any NRA investors. Based on the assumptions used in the selected pro forma financial information, 2,618,537 Company Insider Incentive Warrants are assumed to be outstanding at the Closing under all redemption scenarios.

•

NRA Shares:   During April 2023, the Sponsor entered into Non-Redemption Agreements (“NRA”) with certain holders of Concord III Class A Common Stock in exchange for the investors agreeing not to redeem their shares of Concord III Class A Common Stock sold in the IPO in connection with the special meeting of stockholders called by Concord III and held on May 4, 2023. The non-redemption agreements provide for the transfer and assignment of economic interest of an aggregate

73

of 999,665 shares of Concord III Class B Common Stock (the “Founder Shares”) held by the Sponsor. Pursuant to the non-redemption agreements, the Sponsor has agreed to transfer such Founder Shares to the investors upon closing of an initial business combination.

During November 2023, the Sponsor entered into NRAs with certain holders of Concord III Class A Common Stock in exchange for the investors agreeing not to redeem their shares of Concord III Class A Common Stock sold in the IPO at the special meeting called by Concord III and held on November 7, 2023. In exchange for the commitments not to redeem, Concord III agreed to allocate to such investors an aggregate of 781,961 shares of Concord III Class A Common Stock (the “Promote Shares”), and the Sponsor agreed to surrender and forfeit for no consideration an equal number of Founder Shares, upon closing of an initial business combination.

•

Sponsor Earnout Shares:   If, at any time during the period starting six (6) months following the Closing and expiring on the fifth (5th) anniversary of the Closing Date (such period, the “Sponsor Earnout Period”):

•

The VWAP of the shares of New GCT Common Stock equals or exceeds $12.50 for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days (the “First Level Sponsor Earnout Target”), then as soon as commercially practicable, and in any event within ten (10) Business Days following the achievement of the First Level Sponsor Earnout Target, one-third (1/3) of the Sponsor Earnout Shares will no longer be subject to forfeiture.

•

The VWAP of the shares of New GCT Common Stock equals or exceeds $15.00 for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days (the “Second Level Sponsor Earnout Target”), then as soon as commercially practicable and in any event within ten (10) Business Days following the achievement of the Second Level Sponsor Earnout Target, one-third (1/3) of the Sponsor Earnout Shares will no longer be subject to forfeiture.

•

The VWAP of the shares of New GCT Common Stock equals or exceeds $17.50 for any twenty (20) Trading Days within a period of thirty (30) consecutive Trading Days (the “Third Level Sponsor Earnout Target”), then as soon as commercially practicable and in any event within ten (10) Business Days following the achievement of the Third Level Sponsor Earnout Target, one-third (1/3) of the Sponsor Earnout Shares will no longer be subject to forfeiture.

•

Sponsor Loan Forgiveness:   Concurrent with the Closing, each of the Sponsor Parties agrees to forgive all amounts outstanding under the Sponsor Loans of $6.9 million (fair value of $1.7 million as of September 30, 2023).

Basis of Pro Forma Presentation

The unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X. The adjustments in the unaudited pro forma condensed combined financial information have been identified and presented to provide relevant information necessary for an illustrative understanding of New GCT upon consummation of the Business Combination in accordance with GAAP. Assumptions and estimates underlying the unaudited pro forma adjustments set forth in the unaudited pro forma condensed combined financial information are described in the accompanying notes.

The unaudited pro forma condensed combined financial information has been presented for illustrative purposes only and is not necessarily indicative of the operating results and financial position that would have been achieved had the Business Combination occurred on the dates indicated. Any net cash proceeds remaining after the consummation of the Business Combination and the other related events contemplated by the Business Combination Agreement are expected to be used for general corporate purposes. The unaudited pro forma condensed combined financial information does not purport to project the future operating results or financial position of New GCT following the completion of the Business Combination.

The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma condensed combined financial information and are subject to change as additional information becomes available and analyses are performed. Concord III and GCT have not had any historical relationship prior to the discussion of the Business Combination. Concord III and GCT continue to have no relationship that would require any pro forma adjustments to eliminate activities between the companies.

74

The unaudited pro forma condensed combined financial information contained herein assumes that the Concord III stockholders approve the Business Combination. Pursuant to its current certificate of incorporation, Concord III will provide the holders of the Concord III Common Stock the opportunity to redeem the outstanding shares of Concord III Common Stock at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Concord III shares, subject to the limitations.

Under all redemption scenarios, the Pre-Combination Company would have net tangible assets greater than $5,000,001 as a condition to Closing the Business Combination. The net tangible assets is calculated by giving effect to the redemptions from the Trust Account, the receipt of the PIPE Financing and CVT Convertible Notes, and other transactions contemplated to occur on the Closing, including the payment of Concord III and GCT transaction expenses incurred and the forgiveness of the Sponsor Loan balances. The net tangible assets calculation which is performed on a pre-combination basis, includes the assets and liabilities of Concord III, and excludes the assets and liabilities of GCT.

During November 2023, Concord III Public Stockholders elected to redeem an additional 98,573 shares at $10.70 per share for total redemption proceeds of $1.1 million (the “November Partial Redemption”), after which 3,941,361 shares of Concord III Common Stock subject to redemption remained outstanding. Under the 50% Redemptions, 75% Redemptions, and Maximum Redemptions scenarios, the pro forma condensed combined financial information assumes a $10.67 per share redemption amount based on the September 30, 2023 Concord III redemption value. Each of the below scenarios includes the concurrent closing of a $29.9 million PIPE Financing, closing of the $18.3 million CVT Convertible Notes financing that will convert into Class A Common Stock at Closing to Company Insider Investors and either the transfer or forfeiture of 5,191,108 Sponsor Shares, resulting in 3,433,892 shares held by the Sponsor. The selected pro forma information is presented after giving effect to the Business Combination and other events contemplated by the Business Combination Agreement presented under the following four scenarios:

•

No Redemptions:   This scenario includes the November Partial Redemptions and assumes that no other Public Stockholders exercise their redemption rights with respect to the outstanding Concord III Class A Common Stock subject to possible redemption and that 3,941,361 shares of Concord III Class A Common Stock subject to possible redemption as of September 30, 2023 remain outstanding after the completion of the Business Combination (adjusting for the number of remaining shares) to the 50% Redemptions, 75% Redemptions, and Maximum Redemptions scenarios below.

•

50% Redemptions:   This scenario includes the November Partial Redemptions and assumes that holders of an additional 1,970,681 shares, or 50% of the remaining shares outstanding held by Concord III Public Stockholders, will exercise their redemption rights for aggregate redemption proceeds of $21.0 million.

•

75% Redemptions:   This scenario includes the November Partial Redemptions and assumes that holders of an additional 2,956,021 shares, or 75% of the remaining shares outstanding held by Concord III Public Stockholders, will exercise their redemption rights for aggregate redemption proceeds of $31.5 million.

•

Maximum Redemptions:   This scenario includes the November Partial Redemptions and assumes that Concord III Public Stockholders holding the remaining 3,941,361 shares of Concord III Class A Common Stock subject to possible redemption as of September 30, 2023 will exercise their redemption rights for aggregate redemption proceeds of $42.1 million. The Maximum Redemptions scenario is based on the maximum number of redemptions that may occur.

75

The following summarizes the pro forma shares of New GCT Common Stock issued and outstanding immediately after the Business Combination on an issued and outstanding basis, presented under the four redemption scenarios:

​	Pro Forma Combined
​	No Redemptions				50% Redemptions				75% Redemptions				Maximum Redemptions
​	Shares		%		Shares		%		Shares		%		Shares		%
Concord III Public stockholders – Class A Common Stock(1)	​	4,039,934	​	8.4%	​	4,039,934	​	8.8%	​	4,039,934	​	9.0%	​	4,039,934	​	9.1%
Less: shares of Concord III Class A Common Stock redeemed	​	(98,573)	​	(0.2)%	​	(2,069,253)	​	(4.5)%	​	(3,054,593)	​	(6.8)%	​	(4,039,934)	​	(9.1)%
Total held by Concord III Public stockholders – Class A Common Stock	​	3,941,361	​	8.2%	​	1,970,681	​	4.3%	​	985,341	​	2.2%	​	—	​	—
Concord III Class B Common Stock(2)	​	6,704,625	​	14.0%	​	6,704,625	​	14.5%	​	6,704,625	​	14.9%	​	6,704,625	​	15.2%
Former GCT stockholders(3)	​	32,979,615	​	68.5%	​	32,979,615	​	71.5%	​	32,979,615	​	73.0%	​	32,979,615	​	74.7%
PIPE investors	​	4,484,854	​	9.3%	​	4,484,854	​	9.7%	​	4,484,854	​	9.9%	​	4,484,854	​	10.1%
Pro forma total shares of the Post-Combination Company Common Stock outstanding at Closing(4)	​	48,110,455	​	100.0%	​	46,139,775	​	100.0%	​	45,154,435	​	100.0%	​	44,169,094	​	100.0%

(1)

Amount excludes the effect of 98,573 shares of Class A Common Stock redeemed as a result of the November Partial Redemptions under the four redemption scenarios. Amount excludes outstanding Public Warrants of 17,250,000 under the four redemption scenarios.

(2)

In November 2023, Concord III and the Sponsor entered into non-redemption agreements with certain holders of Class A Common Stock in exchange for them agreeing not to redeem their shares of Class A Common Stock, and the Sponsor and the holders of Class B Common Stock converted an aggregate of 8,624,999 shares of Class B Common Stock to shares of A Common Stock in accordance with the Existing Certificate of Incorporation (the “Class B Conversion”). Following the Class B Conversion, there was one share of Class B Common Stock outstanding, which is held by the Sponsor. The above share information is presented based on the equity structure in place prior to the Class B Conversion effectiveness.

Amount includes 3,433,892 Sponsor shares vested at Closing, 90,000 shares transferred to the Concord III Board of Directors, 1,781,626 shares transferred to NRA investors, and 1,399,107 Company Insider Incentive Shares to be transferred to Company Insider recipients upon the Closing, under the four redemption scenarios. Amount excludes Sponsor shares forfeited of 0, 907,412, 1,412,165, and 1,916,913 under the No Redemptions scenario, 50% Redemptions scenario, 75% Redemptions scenario, and Maximum Redemptions scenario, respectively. The number of Sponsor Shares forfeited at Closing is calculated as the ratio of the SPAC Funding (after giving effect to the exercise of Redemption Rights and any proceeds received from the PIPE Financing and CVT Convertible Notes not provided by GCT Insiders) divided by $40.0 million. The Sponsor Earnout Ratio is then multiplied by 1,920,375 (maximum number of Sponsor Earnout Shares) to determine the outstanding Sponsor Earnout Shares at Closing that are subject to the Sponsor Earnout Targets. Amount excludes the effect of Sponsor Earnout Shares of 1,920,375, 1,012,963, 508,210, and 0, under the No Redemptions scenario, 50% Redemptions scenario, 75% Redemptions scenario, and Maximum Redemptions scenario, respectively. For the Sponsor Shares not forfeited at Closing, the Sponsor Earnout Shares will vest in one third increments based on achieving any of the three Sponsor Earnout Targets, which is based on the volume-weighted average price (“VWAP”) of New GCT Common Stock. Upon the Closing, all shares of Concord III Class B Common Stock will convert to shares of Concord III Class A Common Stock.

Amount excludes 3,760,000 Private Warrants to be held by the Sponsor and affiliates, Company Insider Incentive Warrants of 2,618,537 to be issued to Company Insider recipients, and 201,463 Private Warrants to be issued to Concord III Public Stockholders as an incentive for Concord III extension under the four redemption scenarios. The Sponsor will forfeit 2,820,000 Private Warrants at the Closing.

(3)

Amount includes the conversion of the outstanding GCT common shares and GCT convertible promissory notes based on the Per Share Exchange Ratio of 0.1836, in addition to 2,743,628 shares of New GCT Common Stock to be issued upon the conversion of CVT convertible promissory notes under

76

the four redemption scenarios. Amount excludes the effect of the issuance of exchanged GCT Stock Options of 612,572 shares, GCT Warrants of 299,999 shares, and Earnout Shares of 20,000,000 under the four redemption scenarios. The GCT Stock Options and GCT Warrants will be converted into equivalent New GCT options and warrants with the same terms and conditions. The Earnout Shares will vest based on achieving the GCT Earnout Targets, which is based on the dollar VWAP of New GCT Common Stock or upon the equivalent per share consideration received as part of a Change in Control transaction.

(4)

The amounts included in the table do not include the potentially dilutive shares that could be issued for the following outstanding instruments: GCT Stock Options, Earnout Shares, GCT Warrants, Public Warrants, Sponsor Earnout Shares, Company Insider Incentive Warrants, Public Stockholder Incentive Warrants, and Sponsor Warrants. Further details are described in Note 3.

Expected Accounting Treatment for the Business Combination

The Business Combination is expected to be accounted for as a reverse recapitalization in accordance with GAAP because GCT has been determined to be the accounting acquirer under all redemption scenarios presented. Under this method of accounting, Concord III, which is the legal acquirer, will be treated as the accounting acquiree for financial reporting purposes and GCT, which is the legal acquiree, will be treated as the accounting acquirer. Accordingly, the consolidated assets, liabilities and results of operations of GCT will become the historical financial statements of New GCT, and Concord III’s assets, liabilities and results operations will be consolidated with GCT’s beginning on the Closing Date. For accounting purposes, the financial statements of New GCT will represent a continuation of the financial statements of GCT with the Business Combination being treated as the equivalent of GCT issuing stock for the net assets of Concord III, accompanied by a recapitalization. The net assets of Concord III will be stated at historical costs and no goodwill or other intangible assets will be recorded. Operations prior to the Business Combination will be presented as those of GCT in future reports of New GCT.

GCT was determined to be the accounting acquirer under all of the redemption scenarios presented based on evaluation of the following facts and circumstances:

•

GCT stockholders comprise a relative majority of at least 68.0% of the voting power of New GCT under all redemption scenarios;

•

GCT will have the ability to nominate a majority of the members of the board of directors of New GCT;

•

GCT’s operations prior to the acquisition will comprise the only ongoing operations of New GCT;

•

GCT’s senior management will comprise the senior management of New GCT;

•

New GCT will assume the GCT Semiconductor name;

•

The ongoing operations of GCT will become the operations of New GCT;

•

GCT’s headquarters will become New GCT’s headquarters; and

•

Concord III does not meet the definition of a business.

The final allocation of consideration payable to GCT equity holders will be determined upon the completion of the Business Combination and related events and could differ materially from the four scenarios presented.

Earnout Shares and Sponsor Earnout Shares

The Earnout Shares granted to certain GCT stockholders will be recognized at fair value upon the Closing and classified within stockholders’ deficit as the Earnout Shares are indexed to the New GCT Common Stock and are otherwise not precluded from equity classification based on their settlement provisions. The Earnout Shares will vest based on achieving the GCT Earnout Targets, which is based on the dollar VWAP of New GCT Common Stock or upon the equivalent per share consideration received as part of a Change in Control transaction. Because the Merger is accounted for as a reverse recapitalization, the issuance of the Earnout Shares will be treated as a deemed dividend. Since New GCT is not expected to

77

have retained earnings, the issuance of the Earnout Shares at the Closing will be recorded within additional paid-in capital and have a net nil impact on stockholders’ deficit.

New GCT has determined the fair value of the Earnout Shares to be approximately $192.0 million under all four redemption scenarios based on a valuation using a Monte Carlo simulation with key inputs and assumptions such as stock price, term, dividend yield, risk-free rate, and volatility. The fair value of the Earnout Shares is subject to change as additional information becomes available and additional analyses are performed over the fair value upon the Closing, and such changes in fair value could be material. The unaudited pro forma condensed combined financial statements do not reflect pro forma adjustments related to the recognition of the Earnout Shares because there is no net impact on stockholders’ deficit on a pro forma combined basis.

The Sponsor Earnout Shares will become subject to vesting conditions as of the Closing and will subsequently vest in three tranches upon the occurrence of the First Level Sponsor Earnout Target, Second Level Earnout Target, and Third Level Earnout Target. If any of the vesting triggering events are not achieved within the Sponsor Earnout Period, the Sponsor Earnout Shares will be forfeited.

The Sponsor Earnout Shares will be recognized at fair value upon the Closing and classified within stockholders’ deficit as the Sponsor Earnout Shares are indexed to the New GCT Common Stock and are otherwise not precluded from equity classification based on their settlement provisions. Because the Merger is accounted for as a reverse recapitalization, the issuance of the Sponsor Earnout Shares will be treated as a deemed dividend. Since New GCT does not have retained earnings, the issuance of the Sponsor Earnout Shares at the Closing will be recorded within additional paid-in capital and have a net nil impact on stockholders’ deficit. New GCT has determined the fair value of the Sponsor Earnout Shares to be approximately $18.3 million, $9.7 million, $4.8 million, and zero under the No Redemptions, 50% Redemptions, 75% Redemptions, and Maximum Redemptions scenarios, respectively, based on a valuation using a Monte Carlo simulation with key inputs and assumptions such as stock price, term, dividend yield, risk-free rate, and volatility. The fair value of the Sponsor Earnout Shares is subject to change as additional information becomes available and additional analyses are performed over the fair value upon the Closing, and such changes in fair value could be material. The unaudited pro forma condensed combined financial statements do not reflect pro forma adjustments related to the recognition of the Sponsor Earnout Shares because there is no net impact on stockholders’ deficit on a pro forma combined basis.

Public Warrants and Private Placement Warrants

Concord III has historically accounted for the Public Warrants and Private Placement Warrants as liability-classified financial instruments. This conclusion is based on the applicable provisions of the Public Warrants and Private Placement Warrants, including their settlement terms upon a change in control or similar transactions that precluded equity classification. After the Closing, the Public Warrants and Private Placement Warrants will remain liability-classified as the applicable provisions will remain the same.

NRA Shares

Under the NRAs, 1,781,626 shares of Concord III Class B Common Stock will be issued to certain investors of Concord III who agreed not to redeem shares of their Concord III Class A Common Stock upon the Closing. Under the NRAs, the Sponsor has agreed to either transfer or forfeit an equal number of Concord III Class B Common Stock shares upon the Closing. The issuance of the NRA shares is treated as an equity transaction with the Sponsor, or a deemed contribution, and non-redeeming investors of Concord III, or a deemed distribution. The unaudited pro forma condensed combined financial statements do not reflect pro forma adjustments related to the NRA Shares because there is no net impact on stockholders’ deficit on a pro forma combined basis.

Company Insider Incentive Shares

The Company Insider Incentive Shares include 1,399,107 shares of Concord III Class B Common Stock that will be issued upon the Closing and can be allocated by GCT to the Company Insider Recipients. Consistent with the conclusion for the shares issuable from the PIPE Financing and the CVT Convertible Notes, the Company Insider Incentive Shares issuable upon the Closing are concluded to be equity classified.

78

Unaudited Pro Forma Condensed Combined Balance Sheet
As of September 30, 2023
(in thousands)

​

​

​

​

​

​

​

No Redemptions

50% Redemptions

75% Redemptions

Maximum Redemptions

​

Concord III (Historical)

GCT (Historical)

Transaction Accounting Adjustments (Note 2)

​

Pro Forma Combined

Transaction Accounting Adjustments (Note 2)

​

Pro Forma Combined

Transaction Accounting Adjustments (Note 2)

​

Pro Forma Combined

Transaction Accounting Adjustments (Note 2)

​

Pro Forma Combined

Assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Current assets

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Cash and cash equivalents

​

$

213

​

$

120

​

​

(123)

A

​

$

58,371

​

$

(123)

A

​

$

37,344

​

$

(123)

A

​

$

26,830

​

$

(123)

A

​

$

16,317

​

​

​

​

​

​

​

​

​

42,249

B

​

​

—

​

​

42,249

B

​

​

—

​

​

42,249

B

​

​

—

​

​

42,249

B

​

​

—

​

​

​

—

​

​

—

​

​

29,914

C

​

​

—

​

​

29,914

C

​

​

—

​

​

29,914

C

​

​

—

​

​

29,914

C

​

​

—

​

​

​

—

​

​

—

​

​

18,300

CC

​

​

—

​

​

18,300

CC

​

​

—

​

​

18,300

CC

​

​

—

​

​

18,300

CC

​

​

—

​

​

​

—

​

​

—

​

​

(15,302)

D

​

​

—

​

​

(15,302)

D

​

​

—

​

​

(15,302)

D

​

​

—

​

​

(15,302)

D

​

​

—

​

​

​

—

​

​

—

​

​

(17,000)

DD

​

​

—

​

​

(17,000)

DD

​

​

—

​

​

(17,000)

DD

​

​

—

​

​

(17,000)

DD

​

​

—

​

​

​

—

​

​

—

​

​

—

​

​

​

—

​

​

(21,027)

H

​

​

—

​

​

(31,541)

HH

​

​

—

​

​

(42,054)

HHH

​

​

—

Accounts receivable, net

​

​

—

​

​

6,950

​

​

—

​

​

​

6,950

​

​

—

​

​

​

6,950

​

​

—

​

​

​

6,950

​

​

—

​

​

​

6,950

Inventory

​

​

—

​

​

1,664

​

​

—

​

​

​

1,664

​

​

—

​

​

​

1,664

​

​

—

​

​

​

1,664

​

​

—

​

​

​

1,664

Contract assets

​

​

—

​

​

2,870

​

​

—

​

​

​

2,870

​

​

—

​

​

​

2,870

​

​

—

​

​

​

2,870

​

​

—

​

​

​

2,870

Prepaid expenses and other assets

​

​

50

​

​

1,888

​

​

—

​

​

​

1,938

​

​

—

​

​

​

1,938

​

​

—

​

​

​

1,938

​

​

—

​

​

​

1,938

Total current assets

​

​

263

​

​

13,492

​

​

58,038

​

​

​

71,793

​

​

37,011

​

​

​

50,766

​

​

26,497

​

​

​

40,252

​

​

15,984

​

​

​

29,739

Property and equipment, net

​

​

—

​

​

899

​

​

—

​

​

​

899

​

​

—

​

​

​

899

​

​

—

​

​

​

899

​

​

—

​

​

​

899

Operating lease right-of-use assets

​

​

—

​

​

1,651

​

​

—

​

​

​

1,651

​

​

—

​

​

​

1,651

​

​

—

​

​

​

1,651

​

​

—

​

​

​

1,651

Finance lease right-of-use assets

​

​

—

​

​

2

​

​

—

​

​

​

2

​

​

—

​

​

​

2

​

​

—

​

​

​

2

​

​

—

​

​

​

2

Marketable securities and cash held in Trust Account

​

​

43,181

​

​

—

​

​

123

A

​

​

—

​

​

123

A

​

​

—

​

​

123

A

​

​

—

​

​

123

A

​

​

—

​

​

​

—

​

​

—

​

​

(1,055)

F

​

​

—

​

​

(1,055)

F

​

​

—

​

​

(1,055)

F

​

​

—

​

​

(1,055)

F

​

​

—

​

​

​

—

​

​

—

​

​

(42,249)

B

​

​

—

​

​

(42,249)

B

​

​

—

​

​

(42,249)

B

​

​

—

​

​

(42,249)

B

​

​

—

Intangibles, net

​

​

—

​

​

478

​

​

—

​

​

​

478

​

​

—

​

​

​

478

​

​

—

​

​

​

478

​

​

—

​

​

​

478

Other assets

​

​

—

​

​

906

​

​

—

​

​

​

906

​

​

—

​

​

​

906

​

​

—

​

​

​

906

​

​

—

​

​

​

906

Total assets

​

$

43,444

​

$

17,428

​

$

14,857

​

​

$

75,729

​

$

(6,170)

​

​

$

54,702

​

$

(16,684)

​

​

$

44,188

​

$

(27,197)

​

​

$

33,675

Liabilities, Redeemable Convertible Preferred Stock, Common Stock Subject to Possible Redemption, and Stockholders’ Equity (Deficit)

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Current liabilities

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Accounts payable

​

$

131

​

$

18,273

​

$

—

​

​

$

18,404

​

$

—

​

​

$

18,404

​

$

—

​

​

$

18,404

​

$

—

​

​

$

18,404

Due to related party

​

​

44

​

​

—

​

​

—

​

​

​

44

​

​

—

​

​

​

44

​

​

—

​

​

​

44

​

​

—

​

​

​

44

Accrued income taxes

​

​

249

​

​

—

​

​

(249)

E

​

​

—

​

​

(249)

E

​

​

—

​

​

(249)

E

​

​

—

​

​

(249)

E

​

​

—

Contract liabilities

​

​

—

​

​

667

​

​

—

​

​

​

667

​

​

—

​

​

​

667

​

​

—

​

​

​

667

​

​

—

​

​

​

667

Accrued and other current liabilities

​

​

2,725

​

​

19,872

​

​

(2,725)

DD

​

​

19,872

​

​

(2,725)

DD

​

​

19,872

​

​

(2,725)

DD

​

​

19,872

​

​

(2,725)

DD

​

​

19,872

Excise tax payable

​

​

3,174

​

​

—

​

​

(3,174)

DD

​

​

—

​

​

(3,174)

DD

​

​

—

​

​

(3,174)

DD

​

​

—

​

​

(3,174)

DD

​

​

—

Borrowings

​

​

—

​

​

43,617

​

​

—

​

​

​

43,617

​

​

—

​

​

​

43,617

​

​

—

​

​

​

43,617

​

​

—

​

​

​

43,617

Convertible promissory notes

​

​

—

​

​

29,989

​

​

(29,989)

I

​

​

—

​

​

(29,989)

I

​

​

—

​

​

(29,989)

I

​

​

—

​

​

(29,989)

I

​

​

—

Operating lease liabilities, current

​

​

—

​

​

664

​

​

—

​

​

​

664

​

​

—

​

​

​

664

​

​

—

​

​

​

664

​

​

—

​

​

​

664

Finance lease liabilities, current

​

​

—

​

​

4

​

​

—

​

​

​

4

​

​

—

​

​

​

4

​

​

—

​

​

​

4

​

​

—

​

​

​

4

Total current liabilities

​

​

6,323

​

​

113,086

​

​

(36,137)

​

​

​

83,272

​

​

(36,137)

​

​

​

83,272

​

​

(36,137)

​

​

​

83,272

​

​

(36,137)

​

​

​

83,272

Net defined benefit liabilities

​

​

—

​

​

7,233

​

​

—

​

​

​

7,233

​

​

—

​

​

​

7,233

​

​

—

​

​

​

7,233

​

​

—

​

​

​

7,233

Long-term operating lease liabilities

​

​

—

​

​

994

​

​

—

​

​

​

994

​

​

—

​

​

​

994

​

​

—

​

​

​

994

​

​

—

​

​

​

994

Income tax payable

​

​

—

​

​

1,788

​

​

—

​

​

​

1,788

​

​

—

​

​

​

1,788

​

​

—

​

​

​

1,788

​

​

—

​

​

​

1,788

Other liabilities

​

​

—

​

​

73

​

​

—

​

​

​

73

​

​

—

​

​

​

73

​

​

—

​

​

​

73

​

​

—

​

​

​

73

Warrant liability

​

​

1,599

​

​

—

​

​

(169)

M

​

​

1,430

​

​

(169)

M

​

​

1,430

​

​

(169)

M

​

​

1,430

​

​

(169)

M

​

​

1,430

Sponsor loans, at fair value

​

​

1,664

​

​

—

​

​

(1,664)

J

​

​

—

​

​

(1,664)

J

​

​

—

​

​

(1,664)

J

​

​

—

​

​

(1,664)

J

​

​

—

Deferred underwriters’ discount

​

​

12,075

​

​

—

​

​

(5,084)

DD

​

​

—

​

​

(5,084)

DD

​

​

—

​

​

(5,084)

DD

​

​

—

​

​

(5,084)

DD

​

​

—

​

​

​

—

​

​

—

​

​

(6,991)

DDD

​

​

—

​

​

(6,991)

DDD

​

​

—

​

​

(6,991)

DDD

​

​

—

​

​

(6,991)

DDD

​

​

—

Total liabilities

​

​

21,661

​

​

123,174

​

​

(50,045)

​

​

​

94,790

​

​

(50,045)

​

​

​

94,790

​

​

(50,045)

​

​

​

94,790

​

​

(50,045)

​

​

​

94,790

79

​

​

​

​

​

​

​

No Redemptions

50% Redemptions

75% Redemptions

Maximum Redemptions

​

Concord III (Historical)

GCT (Historical)

Transaction Accounting Adjustments (Note 2)

​

Pro Forma Combined

Transaction Accounting Adjustments (Note 2)

​

Pro Forma Combined

Transaction Accounting Adjustments (Note 2)

​

Pro Forma Combined

Transaction Accounting Adjustments (Note 2)

​

Pro Forma Combined

Common stock subject to possible redemption (Concord III)

​

​

43,106

​

​

—

​

249

E

​

​

—

​

​

249

E

​

​

—

​

​

249

E

​

​

—

​

​

249

E

​

​

—

​

​

​

—

​

​

—

​

(1,055)

F

​

​

​

​

​

(1,055)

F

​

​

​

​

​

(1,055)

F

​

​

​

​

​

(1,055)

F

​

​

​

​

​

​

—

​

​

—

​

(42,300)

G

​

​

—

​

​

(42,300)

G

​

​

—

​

​

(42,300)

G

​

​

—

​

​

(42,300)

G

​

​

—

Stockholders’ Equity (Deficit):

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Preferred stock (Concord III)

​

​

—

​

​

—

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

New GCT common stock

​

​

—

​

​

—

​

1

C

​

​

6

​

​

1

C

​

​

6

​

​

1

C

​

​

6

​

​

1

C

​

​

6

​

​

​

—

​

​

—

​

1

CC

​

​

—

​

​

1

CC

​

​

—

​

​

1

CC

​

​

—

​

​

1

CC

​

​

—

​

​

​

—

​

​

—

​

1

I

​

​

—

​

​

1

I

​

​

—

​

​

1

I

​

​

—

​

​

1

I

​

​

—

​

​

​

—

​

​

—

​

3

K

​

​

—

​

​

3

K

​

​

—

​

​

3

K

​

​

—

​

​

3

K

​

​

—

Common stock (GCT)

​

​

—

​

​

129

​

(129)

K

​

​

—

​

​

(129)

K

​

​

—

​

​

(129)

K

​

​

—

​

​

(129)

K

​

​

—

Class A Common Stock (Concord III)

​

​

—

​

​

—

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

Class B Common Stock (Concord III)

​

​

1

​

​

—

​

(1)

K

​

​

—

​

​

(1)

K

​

​

—

​

​

(1)

K

​

​

—

​

​

(1)

K

​

​

—

Additional paid-in capital

​

​

—

​

​

434,092

​

(15,302)

D

​

​

520,900

​

​

(15,302)

D

​

​

499,873

​

​

(15,302)

D

​

​

489,359

​

​

(15,302)

D

​

​

478,846

​

​

​

—

​

​

—

​

6,619

DDD

​

​

—

​

​

6,619

DDD

​

​

—

​

​

6,619

DDD

​

​

—

​

​

6,619

DDD

​

​

—

​

​

​

—

​

​

—

​

42,300

G

​

​

—

​

​

42,300

G

​

​

—

​

​

42,300

G

​

​

—

​

​

42,300

G

​

​

—

​

​

​

—

​

​

—

​

—

​

​

​

—

​

​

(21,027)

H

​

​

—

​

​

(31,541)

HH

​

​

—

​

​

(42,054)

HHH

​

​

—

​

​

​

—

​

​

—

​

29,913

C

​

​

—

​

​

29,913

C

​

​

—

​

​

29,913

C

​

​

—

​

​

29,913

C

​

​

—

​

​

​

—

​

​

—

​

18,299

CC

​

​

—

​

​

18,299

CC

​

​

—

​

​

18,299

CC

​

​

—

​

​

18,299

CC

​

​

—

​

​

​

—

​

​

—

​

29,988

I

​

​

—

​

​

29,988

I

​

​

—

​

​

29,988

I

​

​

—

​

​

29,988

I

​

​

—

​

​

​

—

​

​

—

​

1,664

J

​

​

—

​

​

1,664

J

​

​

—

​

​

1,664

J

​

​

—

​

​

1,664

J

​

​

—

​

​

​

—

​

​

—

​

127

K

​

​

—

​

​

127

K

​

​

—

​

​

127

K

​

​

—

​

​

127

K

​

​

—

​

​

​

—

​

​

—

​

(26,969)

L

​

​

—

​

​

(26,969)

L

​

​

—

​

​

(26,969)

L

​

​

—

​

​

(26,969)

L

​

​

—

​

​

​

—

​

​

—

​

169

M

​

​

—

​

​

169

M

​

​

—

​

​

169

M

​

​

—

​

​

169

M

​

​

—

Accumulated other comprehensive loss

​

​

—

​

​

(476)

​

—

​

​

​

(476)

​

​

—

​

​

​

(476)

​

​

—

​

​

​

(476)

​

​

—

​

​

​

(476)

Accumulated deficit

​

​

(21,324)

​

​

(539,491)

​

(6,017)

DD

​

​

(539,491)

​

​

(6,017)

DD

​

​

(539,491)

​

​

(6,017)

DD

​

​

(539,491)

​

​

(6,017)

DD

​

​

(539,491)

​

​

​

​

​

​

​

​

372

DDD

​

​

—

​

​

372

DDD

​

​

—

​

​

372

DDD

​

​

—

​

​

372

DDD

​

​

—

​

​

​

—

​

​

—

​

26,969

L

​

​

—

​

​

26,969

L

​

​

—

​

​

26,969

L

​

​

—

​

​

26,969

L

​

​

—

Total stockholder’s equity (deficit)

​

​

(21,323)

​

​

(105,746)

​

108,008

​

​

​

(19,061)

​

​

86,981

​

​

​

(40,088)

​

​

76,467

​

​

​

(50,602)

​

​

65,954

​

​

​

(61,115)

Total Liabilities, Redeemable Convertible Preferred Stock, Common Stock Subject to Possible Redemption, and Stockholders’ Equity (Deficit)

​

$

43,444

​

$

17,428

​

14,857

​

​

$

75,729

​

$

(6,170)

​

​

$

54,702

​

$

(16,684)

​

​

$

44,188

​

$

(27,197)

​

​

$

33,675

80

Unaudited Pro Forma Condensed Combined Statement of Operations
For the Nine Months Ended September 30, 2023
(in thousands, except share and per share amounts)

​

​

​

​

​

​

​

No Redemptions

50% Redemptions

75% Redemptions

Maximum Redemptions

​

Concord III (Historical)

GCT (Historical)

Transaction Accounting Adjustments (Note 2)

​

Pro Forma Combined

Transaction Accounting Adjustments (Note 2)

​

Pro Forma Combined

Transaction Accounting Adjustments (Note 2)

​

Pro Forma Combined

Transaction Accounting Adjustments (Note 2)

​

Pro Forma Combined

Net revenues:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Product

​

$

—

​

$

8,667

​

$

—

​

​

$

8,667

​

$

—

​

​

$

8,667

​

$

—

​

​

$

8,667

​

$

—

​

​

$

8,667

Service

​

​

—

​

​

3,172

​

​

—

​

​

​

3,172

​

​

—

​

​

​

3,172

​

​

—

​

​

​

3,172

​

​

—

​

​

​

3,172

Total net revenues

​

​

—

​

​

11,839

​

​

—

​

​

​

11,839

​

​

—

​

​

​

11,839

​

​

—

​

​

​

11,839

​

​

—

​

​

​

11,839

Cost of net revenues:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Product

​

​

—

​

​

5,954

​

​

—

​

​

​

5,954

​

​

—

​

​

​

5,954

​

​

—

​

​

​

5,954

​

​

—

​

​

​

5,954

Service

​

​

—

​

​

1,006

​

​

—

​

​

​

1,006

​

​

—

​

​

​

1,006

​

​

—

​

​

​

1,006

​

​

—

​

​

​

1,006

Total cost of net revenues

​

​

—

​

​

6,960

​

​

—

​

​

​

6,960

​

​

—

​

​

​

6,960

​

​

—

​

​

​

6,960

​

​

—

​

​

​

6,960

Gross profit

​

​

—

​

​

4,879

​

​

—

​

​

​

4,879

​

​

—

​

​

​

4,879

​

​

—

​

​

​

4,879

​

​

—

​

​

​

4,879

Operating expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Research and development

​

​

—

​

​

7,254

​

​

—

​

​

​

7,254

​

​

—

​

​

​

7,254

​

​

—

​

​

​

7,254

​

​

—

​

​

​

7,254

Sales and marketing

​

​

—

​

​

2,337

​

​

—

​

​

​

2,337

​

​

—

​

​

​

2,337

​

​

—

​

​

​

2,337

​

​

—

​

​

​

2,337

General and administrative

​

​

—

​

​

5,537

​

​

—

​

​

​

5,537

​

​

—

​

​

​

5,537

​

​

—

​

​

​

5,537

​

​

—

​

​

​

5,537

Operating costs

​

​

3,789

​

​

—

​

​

—

​

​

​

3,789

​

​

—

​

​

​

3,789

​

​

—

​

​

​

3,789

​

​

—

​

​

​

3,789

Total operating expenses

​

​

3,789

​

​

15,128

​

​

—

​

​

​

18,917

​

​

—

​

​

​

18,917

​

​

—

​

​

​

18,917

​

​

—

​

​

​

18,917

Loss from operations

​

​

(3,789)

​

​

(10,249)

​

​

—

​

​

​

(14,038)

​

​

—

​

​

​

(14,038)

​

​

—

​

​

​

(14,038)

​

​

—

​

​

​

(14,038)

Other income (expense), net:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest income

​

​

—

​

​

16

​

​

—

​

​

​

16

​

​

—

​

​

​

16

​

​

—

​

​

​

16

​

​

—

​

​

​

16

Interest expense

​

​

—

​

​

(4,878)

​

​

2,976

N

​

​

(1,902)

​

​

2,976

N

​

​

(1,902)

​

​

2,976

N

​

​

(1,902)

​

​

2,976

N

​

​

(1,902)

Other income (expense), net

​

​

—

​

​

2,930

​

​

(1,116)

O

​

​

1,814

​

​

(1,116)

O

​

​

1,814

​

​

(1,116)

O

​

​

1,814

​

​

(1,116)

O

​

​

1,814

Income from operating bank account

​

​

3

​

​

—

​

​

—

​

​

​

3

​

​

—

​

​

​

3

​

​

—

​

​

​

3

​

​

—

​

​

​

3

Income from investments held in trust account

​

​

6,289

​

​

—

​

​

(6,289)

P

​

​

—

​

​

(6,289)

P

​

​

—

​

​

(6,289)

P

​

​

—

​

​

(6,289)

P

​

​

—

Change in fair value of warrant liability and sponsor loans

​

​

(450)

​

​

—

​

​

664

Q

​

​

191

​

​

664

Q

​

​

191

​

​

664

Q

​

​

191

​

​

664

Q

​

​

191

​

​

​

—

​

​

—

​

​

(23)

R

​

​

—

​

​

(23)

R

​

​

—

​

​

(23)

R

​

​

—

​

​

(23)

R

​

​

—

Total other income (expense), net

​

​

5,842

​

​

(1,932)

​

​

(3,788)

​

​

​

122

​

​

(3,788)

​

​

​

122

​

​

(3,788)

​

​

​

122

​

​

(3,788)

​

​

​

122

Income (loss) before provision for income taxes

​

​

2,053

​

​

(12,181)

​

​

(3,788)

​

​

​

(13,916)

​

​

(3,788)

​

​

​

(13,916)

​

​

(3,788)

​

​

​

(13,916)

​

​

(3,788)

​

​

​

(13,916)

Provision for income taxes

​

​

(1,290)

​

​

(125)

​

​

1,290

P

​

​

(125)

​

​

1,290

P

​

​

(125)

​

​

1,290

P

​

​

(125)

​

​

1,290

P

​

​

(125)

Net loss

​

$

763

​

$

(12,306)

​

$

(2,498)

​

​

$

(14,041)

​

$

(2,498)

​

​

$

(14,041)

​

$

(2,498)

​

​

$

(14,041)

​

$

(2,498)

​

​

$

(14,041)

Weighted average shares outstanding of New GCT Common Stock – basic and diluted

​

​

—

​

​

—

​

​

48,110,455

S

​

​

48,110,455

​

​

46,139,775

S

​

​

46,139,775

​

​

45,154,435

S

​

​

45,154,435

​

​

44,169,094

S

​

​

44,169,094

Basic and diluted net loss per share – New GCT Common Stock

​

​

—

​

​

—

​

$

(0.29)

S

​

$

(0.29)

​

$

(0.30)

S

​

$

(0.30)

​

$

(0.31)

S

​

$

(0.31)

​

$

(0.32)

S

​

$

(0.32)

Weighted average number of shares outstanding (GCT)

​

​

—

​

​

128,154,343

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

Basic and diluted net loss per share (GCT)

​

​

—

​

$

(0.10)

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption (Concord III)

​

​

17,875,275

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

Basic and diluted net (loss) income per share, Class A Common Stock subject to possible redemption (Concord III)

​

$

0.03

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

Basic and diluted weighted average shares outstanding, Class B Common Stock (Concord III)

​

​

8,625,000

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

Basic and diluted net (loss) income per share, Class B Common Stock (Concord III)

​

$

0.03

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

81

Unaudited Pro Forma Condensed Combined Statement of Operations
For the Year Ended December 31, 2022
(in thousands, except share and per share amounts)

​

Concord III (Historical)

GCT (Historical)

No Redemptions

50% Redemptions

75% Redemptions

Maximum Redemptions

Transaction Accounting Adjustments (Note 2)

​

Pro Forma Combined

Transaction Accounting Adjustments (Note 2)

​

Pro Forma Combined

Transaction Accounting Adjustments (Note 2)

​

Pro Forma Combined

Transaction Accounting Adjustments (Note 2)

​

Pro Forma Combined

Net revenues:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Product

​

$

—

​

$

12,977

​

$

—

​

​

$

12,977

​

$

—

​

​

$

12,977

​

$

—

​

​

$

12,977

​

$

—

​

​

$

12,977

Service

​

​

—

​

​

3,692

​

​

—

​

​

​

3,692

​

​

—

​

​

​

3,692

​

​

—

​

​

​

3,692

​

​

—

​

​

​

3,692

Total net revenues

​

​

—

​

​

16,669

​

​

—

​

​

​

16,669

​

​

—

​

​

​

16,669

​

​

—

​

​

​

16,669

​

​

—

​

​

​

16,669

Cost of net revenues:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Product

​

​

—

​

​

10,250

​

​

—

​

​

​

10,250

​

​

—

​

​

​

10,250

​

​

—

​

​

​

10,250

​

​

—

​

​

​

10,250

Service

​

​

—

​

​

1,366

​

​

—

​

​

​

1,366

​

​

—

​

​

​

1,366

​

​

—

​

​

​

1,366

​

​

—

​

​

​

1,366

Total cost of net revenues

​

​

—

​

​

11,616

​

​

—

​

​

​

11,616

​

​

—

​

​

​

11,616

​

​

—

​

​

​

11,616

​

​

—

​

​

​

11,616

Gross profit

​

​

—

​

​

5,053

​

​

—

​

​

​

5,053

​

​

—

​

​

​

5,053

​

​

—

​

​

​

5,053

​

​

—

​

​

​

5,053

Operating expenses:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Research and development

​

​

—

​

​

17,385

​

​

—

​

​

​

17,385

​

​

—

​

​

​

17,385

​

​

—

​

​

​

17,385

​

​

—

​

​

​

17,385

Sales and marketing

​

​

—

​

​

2,836

​

​

—

​

​

​

2,836

​

​

—

​

​

​

2,836

​

​

—

​

​

​

2,836

​

​

—

​

​

​

2,836

General and administrative

​

​

—

​

​

7,585

​

​

913

T

​

​

14,515

​

​

913

T

​

​

14,515

​

​

913

T

​

​

14,515

​

​

913

T

​

​

14,515

​

​

​

​

​

​

​

​

​

6,017

BB

​

​

​

​

​

6,017

BB

​

​

​

​

​

6,017

BB

​

​

​

​

​

6,017

BB

​

​

​

Formation and operating costs

​

​

1,173

​

​

—

​

​

—

​

​

​

1,173

​

​

—

​

​

​

1,173

​

​

—

​

​

​

1,173

​

​

—

​

​

​

1,173

Total operating expenses

​

​

1,173

​

​

27,806

​

​

6,930

​

​

​

35,909

​

​

6,930

​

​

​

35,909

​

​

6,930

​

​

​

35,909

​

​

6,930

​

​

​

35,909

Loss from operations

​

​

(1,173)

​

​

(22,753)

​

​

(6,930)

​

​

​

(30,856)

​

​

(6,930)

​

​

​

(30,856)

​

​

(6,930)

​

​

​

(30,856)

​

​

(6,930)

​

​

​

(30,856)

Other income (expense), net:

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

​

Interest income

​

​

—

​

​

4

​

​

—

​

​

​

4

​

​

—

​

​

​

4

​

​

—

​

​

​

4

​

​

—

​

​

​

4

Interest expense

​

​

—

​

​

(3,364)

​

​

1,860

U

​

​

(1,504)

​

​

1,860

U

​

​

(1,504)

​

​

1,860

U

​

​

(1,504)

​

​

1,860

U

​

​

(1,504)

Other income (expense), net

​

​

—

​

​

(178)

​

​

450

V

​

​

272

​

​

450

V

​

​

272

​

​

450

V

​

​

272

​

​

450

V

​

​

272

Income from investments held in trust account

​

​

5,091

​

​

—

​

​

(5,091)

W

​

​

—

​

​

(5,091)

W

​

​

—

​

​

(5,091)

W

​

​

—

​

​

(5,091)

W

​

​

—

Change in fair value of warrant liability and sponsor loans

​

​

21,333

​

​

—

​

​

(4,490)

X

​

​

15,061

​

​

(4,490)

X

​

​

15,061

​

​

(4,490)

X

​

​

15,061

​

​

(4,490)

X

​

​

15,061

​

​

​

—

​

​

—

​

​

(1,782)

Y

​

​

—

​

​

(1,782)

Y

​

​

—

​

​

(1,782)

Y

​

​

—

​

​

(1,782)

Y

​

​

—

Total other income (expense), net

​

​

26,424

​

​

(3,538)

​

​

(9,053)

​

​

​

13,833

​

​

(9,053)

​

​

​

13,833

​

​

(9,053)

​

​

​

13,833

​

​

(9,053)

​

​

​

13,833

Income (loss) before provision for income taxes

​

​

25,251

​

​

(26,291)

​

​

(15,983)

​

​

​

(17,023)

​

​

(15,983)

​

​

​

(17,023)

​

​

(15,983)

​

​

​

(17,023)

​

​

(15,983)

​

​

​

(17,023)

Provision for income taxes

​

​

(995)

​

​

(121)

​

​

995

W

​

​

(121)

​

​

995

W

​

​

(121)

​

​

995

W

​

​

(121)

​

​

995

W

​

​

(121)

Net income (loss)

​

$

24,256

​

$

(26,412)

​

$

(14,988)

​

​

$

(17,144)

​

$

(14,988)

​

​

$

(17,144)

​

$

(14,988)

​

​

$

(17,144)

​

$

(14,988)

​

​

$

(17,144)

Accretion for Series G redeemable convertible preferred stock to redemption amount

​

​

—

​

​

(2,237)

​

​

2,237

Z

​

​

—

​

​

2,237

Z

​

​

—

​

​

2,237

Z

​

​

—

​

​

2,237

Z

​

​

—

Net loss attributable to common shareholders

​

$

24,256

​

$

(28,649)

​

$

(12,751)

​

​

$

(17,144)

​

$

(12,751)

​

​

$

(17,144)

​

$

(12,751)

​

​

$

(17,144)

​

$

(12,751)

​

​

$

(17,144)

Weighted average shares outstanding of New GCT Common Stock – basic and diluted

​

​

—

​

​

—

​

​

48,110,455

AA

​

​

48,110,455

​

​

46,139,775

AA

​

​

46,139,775

​

​

45,154,435

AA

​

​

45,154,435

​

​

44,169,094

AA

​

​

44,169,094

Basic and diluted net loss per share – New GCT Common Stock

​

​

—

​

​

—

​

$

(0.36)

AA

​

$

(0.36)

​

$

(0.37)

AA

​

$

(0.37)

​

$

(0.38)

AA

​

$

(0.38)

​

$

(0.39)

AA

​

$

(0.39)

Weighted average number of shares outstanding (GCT)

​

​

—

​

​

92,958,570

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

Basic and diluted net loss per share (GCT)

​

​

—

​

$

(0.31)

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

Basic and diluted weighted average shares outstanding, Class A Common Stock subject to possible redemption (Concord III)

​

​

34,500,000

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

Basic and diluted net (loss) income per share, Class A Common Stock subject to possible redemption (Concord III)

​

$

0.56

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

Basic and diluted weighted average shares outstanding, Class B Common Stock (Concord III)

​

​

8,625,000

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

Basic and diluted net (loss) income per share, Class B Common Stock (Concord III)

​

$

0.56

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

​

​

—

​

​

​

—

82

NOTES TO UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL STATEMENTS

1.

Basis of Presentation

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, Concord III, who is the legal acquirer, will be treated as the accounting acquiree for financial reporting purposes, and GCT, which is the legal acquiree, will be treated as the accounting acquirer.

The unaudited pro forma condensed combined financial statements are prepared in accordance with Article 11 of SEC Regulation S-X, as amended January 1, 2021. The historical financial information of Concord III and GCT is presented in accordance with GAAP.

In August 2020, the FASB issued Accounting Standards Update No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. This ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. Concord III is required to adopt the new guidance in ASU 2020-06 effective on January 1, 2024, prior to the anticipated completion of the Business Combination. The unaudited pro forma condensed combined financial information assumes the adoption of ASU 2020-06.

Management has made significant estimates and assumptions in its determination of the pro forma adjustments. As the unaudited pro forma condensed combined financial information has been prepared based on these preliminary estimates, the final amounts recorded may differ materially from the information presented. The unaudited pro forma condensed combined financial information does not give effect to any anticipated synergies, operating efficiencies, tax savings or cost savings that may be associated with the Business Combination. The pro forma adjustments reflecting the completion of the Business Combination and related transactions are based on currently available information and assumptions and methodologies that Concord III believes are reasonable under the circumstances. The unaudited condensed pro forma adjustments, which are described in the accompanying notes, may be revised as additional information becomes available. Therefore, it is likely that the actual adjustments will differ from the pro forma adjustments, and it is possible the difference may be material. Concord III believes that its assumptions and methodologies provide a reasonable basis for presenting all of the significant effects of the Business Combination and related transactions based on information available to management at the current time and that the pro forma adjustments give appropriate effect to those assumptions and are properly applied in the unaudited pro forma condensed combined financial information.

The unaudited pro forma condensed combined financial information is not necessarily indicative of what the actual results of operations and consolidated financial position would have been had the Business Combination and related transactions taken place on the dates indicated, nor are they indicative of the future consolidated results of operations or financial position of New GCT. The unaudited pro forma condensed combined financial information should be read in conjunction with the historical consolidated financial statements and notes thereto of Concord III and GCT. The below pro forma adjustments are tax effected for the periods presented.

2.

Transaction Accounting Adjustments

Transaction Accounting Adjustments to the Unaudited Pro Forma Condensed Combined Balance Sheet as of September 30, 2023

(A)

Reflects the reclassification of cash and cash equivalents of $0.1 million to marketable securities and cash held in the Trust Account that would no longer have needed to be withdrawn for future income taxes payable under all redemption scenarios.

(B)

Reflects the liquidation and reclassification of $42.3 million of Marketable securities and cash held in the Trust Account to cash and cash equivalents that become available for general use by New GCT and to satisfy the investor claims under the four redemption scenarios.

83

(C)

Reflects the gross proceeds to be received from the PIPE Financing of $29.9 million from the issuance and sale of 4,484,854 New GCT Common Stock at a purchase price of $6.67 per share under all redemption scenarios.

(CC)

Reflects the gross proceeds to be received from the CVT Convertible Notes Financing of $18.3 million that will convert into 2,743,628 New GCT Common Stock at a conversion price of $6.67.

(D)

Reflects the preliminary estimated direct and incremental cash transaction costs to be incurred by GCT related to the Business Combination of approximately $15.3 million for underwriting, financial advisory, legal, accounting and other fees reflected in the unaudited pro forma condensed combined balance sheet. GCT has reflected the direct and incremental transaction costs related to the Business Combination as a reduction to New GCT’s additional paid-in capital.

(DD)

Reflects the preliminary estimated direct and incremental cash transaction costs to be incurred by Concord III of approximately $17.0 million reflected in the unaudited pro forma condensed combined balance sheet. $17.0 million is comprised of the $16.0 million SPAC Transaction Expenses Cap and $1.0 million of SPAC Extension Expenses. As of September 30, 2023, Concord III has incurred $11.0 million, of which none was paid, and $6.0 million has been reflected as accumulated deficit as this represents the Concord III estimated direct and incremental cash transaction costs that will be adjusted in future reporting periods through the Closing.

(DDD)

Reflects the elimination of Concord III’s deferred underwriters’ discount of $7.0 million for all scenarios, $6.6 million of which has been reflected as an adjustment to additional paid-in capital and $0.4 million of which has been reflected as an adjustment to accumulated deficit. In December 2023, Citigroup Global Markets waived its entitlement to its portion of the deferred underwriting fee, resulting in a reduction of the deferred underwriters’ fees from $12.1 million to $5.1 million. This adjustment to the deferred underwriting fees reverses the amount originally recorded by Concord III within stockholders’ deficit as it relates to direct and incremental transaction cost related to its initial public offering.

(E)

Reflects the reclassification of accrued income taxes of $0.2 million to common stock subject to possible redemption value for the accrued income taxes that will no longer be required to be withdrawn from the Trust Account under all redemption scenarios.

(F)

Reflects the November Partial Redemption of 98,573 shares for $1.1 million.

(G)

Reflects the reclassification of the remaining Concord III Class A Common Stock subject to possible redemption to permanent equity assuming no additional redemptions and immediate conversion of the remaining shares of Concord III Common Stock into shares of New GCT Common Stock on a one-to-one basis. The adjustments for the various redemption scenarios are reflected below in (H), (HH), and (HHH).

(H)

Reflects the redemption of 1,970,681 shares of New GCT Common Stock for $21.0 million allocated to New GCT Common Stock and additional paid-in capital using par value of $0.001 per share at an assumed redemption price of $10.67 per share under the 50% Redemptions scenario.

(HH)

Reflects the redemption of 2,956,021 shares of New GCT Common Stock for $31.5 million allocated to New GCT Common Stock and additional paid-in capital using par value of $0.001 per share at an assumed redemption price of $10.67 per share under the 75% Redemptions scenario.

(HHH)

Reflects the maximum redemptions of 3,941,361 shares of New GCT Common Stock for $42.1 million allocated to New GCT Common Stock and additional paid-in capital using par value of $0.001 per share at an assumed redemption price of $10.67 per share under the Maximum Redemptions scenario.

84

(I)

Reflects the conversion of the outstanding GCT convertible promissory notes into 8,913,988 shares of New GCT Common Stock upon the Closing under all redemption scenarios.

(J)

Reflects the forgiveness of Sponsor loans of $6.9 million (fair value of $1.7 million as of September 30, 2023) upon the Closing under all redemption scenarios.

(K)

Reflects the difference in par value between GCT and Concord III under all redemption scenarios. The par value of New GCT Common Stock will be $0.0001 per share.

(L)

Reflects the elimination of Concord III’s historical accumulated deficit of $27.0 million under all redemption scenarios.

(M)

Reflects the forfeiture of Private Warrants upon the Closing under all redemption scenarios based on the respective fair value as of September 30, 2023.

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the nine-month period ended September 30, 2023

(N)

Reflects the elimination of interest expense related to the GCT convertible promissory notes under all redemption scenarios.

(O)

Reflects the elimination of the change in fair value of GCT convertible promissory notes under all redemption scenarios.

(P)

Reflects the elimination of investment income related to the investments held in the Concord III Trust Account and the elimination of the Concord III provision for income taxes under all redemption scenarios.

(Q)

Reflects the elimination of the change in fair value of the Concord III Sponsor loans under all redemption scenarios based on the change in fair value recognized.

(R)

Reflects the elimination of the change in fair value of the Private Warrants forfeited under all redemption scenarios based on the change in fair value recognized.

(S)

Reflects the calculation of weighted average shares outstanding for basic and diluted net loss per share and assumes that the Business Combination had occurred on January 1, 2022, and the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares have been outstanding for the entire period presented.

Transaction Accounting Adjustments to Unaudited Pro Forma Condensed Combined Statement of Operations for the year ended December 31, 2022

(T)

Reflects $0.9 million of stock-based compensation related to the equity-classified Founder Shares that vest upon performance-based vesting conditions upon the Closing of the Business Combination under all redemption scenarios.

(U)

Reflects the elimination of interest expense related to the GCT convertible promissory notes under all redemption scenarios.

(V)

Reflects the elimination of the change in fair value of GCT convertible promissory notes under all redemption scenarios.

(W)

Reflects the elimination of investment income related to the investments held in the Concord III Trust Account and the elimination of the Concord III provision for income taxes under all redemption scenarios.

(X)

Reflects the elimination of the change in fair value of the Concord III Sponsor loans under the four redemption scenarios based on the change in fair value recognized.

(Y)

Reflects the elimination of the change in fair value of the Private Warrants forfeited under all redemption scenarios based on the change in fair value recognized.

(Z)

Reflects the elimination of the accretion for Series G redeemable convertible preferred stock to redemption amount under all redemption scenarios.

85

(AA)

Reflects the calculation of weighted average shares outstanding for basic and diluted net loss per share and assumes that the Business Combination occurred on January 1, 2022, and the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares have been outstanding for the entire period presented.

(BB)

Reflects $6.0 million of estimated Concord III direct and incremental transaction costs that are expected to be incurred through the Closing under all redemption scenarios.

3.

Loss per Share

Represents the net loss per share calculated using the historical weighted average shares outstanding and the issuance of additional shares in connection with the Business Combination and related transactions, assuming the shares were outstanding since January 1, 2022. As the Business Combination is being reflected as if it had occurred at the beginning of the earliest period presented, the calculation of weighted average shares outstanding for basic and diluted net loss per share assumes that the shares issuable relating to the Business Combination and related transactions have been outstanding for the entire periods presented. When assuming maximum redemptions, this calculation is adjusted to eliminate such shares for the entire period. Basic and diluted earnings per share are the same for each class of Common Stock because they are entitled to the same liquidation and dividend rights.

In November 2023, Concord III and the Sponsor entered into non-redemption agreements with certain holders of Class A Common Stock in exchange for them agreeing not to redeem their shares of Class A Common Stock, and the Sponsor and the holders of Class B Common Stock converted an aggregate of 8,624,999 shares of Class B Common Stock to shares of A Common Stock in accordance with the Existing Certificate of Incorporation (the “Class B Conversion”). Following the Class B Conversion, there was one share of Class B Common Stock outstanding, which is held by the Sponsor. The pro forma net loss per share information is presented based on the equity structure in place prior to the Class B Conversion effectiveness.

The unaudited pro forma condensed combined financial information has been prepared assuming the four redemption scenarios for the nine months ended September 30, 2023 (in thousands, except share and per share amounts):

​

For the nine months ended September 30, 2023

​

No Redemptions

50% Redemptions

75% Redemptions

Maximum Redemptions

Weighted average shares calculation, basic and diluted

​

​

​

​

​

​

​

​

​

​

​

​

Pro forma net loss

​

$

(14,041)

​

$

(14,041)

​

$

(14,041)

​

$

(14,041)

Basic weighted average shares outstanding

​

​

48,110,455

​

​

46,139,775

​

​

45,154,435

​

​

44,169,094

Pro forma net loss per share, basic and diluted

​

$

(0.29)

​

$

(0.30)

​

$

(0.31)

​

$

(0.32)

Weighted average shares outstanding, basic and diluted

​

​

​

​

​

​

​

​

​

​

​

​

Concord III Public stockholders – Class A Common Stock

​

​

3,941,361

​

​

1,970,681

​

​

985,341

​

​

—

Concord III Class B Common Stock

​

​

6,704,625

​

​

6,704,625

​

​

6,704,625

​

​

6,704,625

Former GCT stockholders (Common Stock and Convertible Notes)

​

​

32,979,615

​

​

32,979,615

​

​

32,979,615

​

​

32,979,615

PIPE investors

​

​

4,484,854

​

​

4,484,854

​

​

4,484,854

​

​

4,484,854

Total weighted average shares outstanding, basic and diluted

​

​

48,110,455

​

​

46,139,775

​

​

45,154,435

​

​

44,169,094

86

The unaudited pro forma condensed combined financial information has been prepared assuming the four redemption scenarios for the year ended December 31, 2022 (in thousands, except share and per share amounts):

​

For the year ended December 31, 2022

​

No Redemptions

50% Redemptions

75% Redemptions

Maximum Redemptions

Weighted average shares calculation, basic and diluted

​

​

​

​

​

​

​

​

​

​

​

​

Pro forma net loss

​

$

(17,144)

​

$

(17,144)

​

$

(17,144)

​

$

(17,144)

Basic weighted average shares outstanding

​

​

48,110,455

​

​

46,139,775

​

​

45,154,435

​

​

44,169,094

Pro forma net loss per share, basic and diluted

​

$

(0.36)

​

$

(0.37)

​

$

(0.38)

​

$

(0.39)

Weighted average shares outstanding, basic and diluted

​

​

​

​

​

​

​

​

​

​

​

​

Concord III Public stockholders – Class A Common Stock

​

​

3,941,361

​

​

1,970,681

​

​

985,341

​

​

—

Concord III Class B Common Stock

​

​

6,704,625

​

​

6,704,625

​

​

6,704,625

​

​

6,704,625

Former GCT stockholders (Common Stock and Convertible Notes)

​

​

32,979,615

​

​

32,979,615

​

​

32,979,615

​

​

32,979,615

PIPE investors

​

​

4,484,854

​

​

4,484,854

​

​

4,484,854

​

​

4,484,854

Total weighted average shares outstanding, basic and diluted

​

​

48,110,455

​

​

46,139,775

​

​

45,154,435

​

​

44,169,094

The following outstanding shares of New GCT Common Stock equivalents were excluded from the computation of pro forma diluted net loss per share for the scenarios presented because including them would have had an anti-dilutive effect for the year ended December 31, 2022 and for the nine months ended September 30, 2023:

​	No Redemptions		50% Redemptions		75% Redemptions		Maximum Redemptions
Former GCT Stock Options	​	612,572	​	612,572	​	612,572	​	612,572
Former GCT Shareholder Earnout Shares	​	20,000,000	​	20,000,000	​	20,000,000	​	20,000,000
Former GCT Warrants	​	299,999	​	299,999	​	299,999	​	299,999
Concord III Public Warrants	​	17,250,000	​	17,250,000	​	17,250,000	​	17,250,000
Sponsor Earnout Shares	​	1,920,375	​	1,012,963	​	508,210	​	—
Company Insider Incentive Warrants	​	2,618,537	​	2,618,537	​	2,618,537	​	2,618,537
Public Stockholder Incentive Warrants	​	201,463	​	201,463	​	201,463	​	201,463
Sponsor Warrants	​	3,760,000	​	3,760,000	​	3,760,000	​	3,760,000
Total	​	46,662,946	​	45,755,534	​	45,250,781	​	44,742,571

4.

Earnout Shares

The Earnout Shares granted to certain of GCT existing stockholders and Sponsor Earnout Shares held by the Sponsor are expected to be recognized at fair value upon the Closing and classified within stockholders’ deficit as the Earnout Shares granted to certain of GCT existing stockholders and the Sponsor are indexed to the New GCT Common Stock and are otherwise not precluded from equity classification based on their settlement provisions.

The Earnout Shares will be contingently issuable if the price of the New GCT Common Stock exceeds certain thresholds or upon certain strategic events. The preliminary estimated fair value of the Earnout Shares is $192.0 million under the four redemption scenarios. The preliminary estimated fair value of the Sponsor Earnout Shares is $18.3 million, $9.7 million, $4.8 million, and zero under the No Redemptions, 50% Redemptions, 75% Redemptions, and Maximum Redemptions scenarios, respectively.

The estimated fair value of the Earnout Shares and Sponsor Earnout Shares was determined by using a Monte Carlo simulation valuation model using a distribution of potential stock price outcomes on a daily

87

basis over the applicable contingently issuable period. Assumptions used in the preliminary valuation, which are subject to change at the Closing, were as follows:

Current stock price:   The December 31, 2023 Concord III Class A Common Stock price of $10.56 per share was utilized.

An increase or decrease of 10% in the starting fair value of the common stock used in the valuation would increase or decrease the estimated fair value of the Earnout Shares by $23.8 million and $23.0 million, respectively, under all four redemption scenarios.

An increase or decrease of 10%, in the starting fair value of the common stock used in the valuation would increase or decrease the estimated fair value of the Sponsor Earnout Shares, in each case by the same amount, by $2.2 million, $1.2 million, and $0.6 million under the No Redemptions, 50% Redemptions, and 75% Redemptions scenarios, respectively. No Sponsor Earnout Shares will be issued under the Maximum Redemption scenario.

Expected volatility:   The expected equity volatility of 69.0% was calculated using a set of Guideline Public Companies (“GPCs”). The GPCs’ range of asset volatility was 27.5% to 126.8%. The equity volatility (standard deviation) was estimated based on an analysis of the historical and implied volatility for GPCs as of December 31, 2023. Volatility for the GPCs was calculated over a lookback period of 5 years (or the longest available data for GPCs whose trading history was shorter than 5 years), commensurate with the longest contractual term of the Earnout Shares and Sponsor Earnout Shares.

Risk-free interest rate:   The risk-free interest rate of 3.77% was determined based on the term- matched U.S. Constant Maturity treasury yields.

Expected dividend yield:   The expected dividend yield is zero as we have never declared or paid cash dividends and have no current plans to do so during the expected term.

The actual fair values of the Earnout Shares and Sponsor Earnout Shares are subject to change as additional information becomes available and additional analyses are performed, and such changes could be material once the final valuation is determined at the Closing.

88

THE SPECIAL MEETING OF CONCORD III STOCKHOLDERS

The Concord III Special Meeting

Concord III is furnishing this proxy statement/prospectus to you as part of the solicitation of proxies by its board of directors for use at the special meeting in lieu of an annual meeting of stockholders to be held at 11:00 a.m., Eastern Time, on February 27, 2024, at the offices of Greenberg Traurig, LLP, located at 1750 Tysons Boulevard, Suite 1000, McLean, VA 22102, and at any adjournment or postponement thereof. This proxy statement/prospectus is first being mailed on or about February   , 2024 to all Concord III stockholders of record as of February 5, 2024, the record date for the special meeting. This proxy statement/prospectus provides you with information you need to know to be able to vote or instruct your vote to be cast at the special meeting of stockholders.

Purpose of the Special Meeting

At the Concord III special meeting of stockholders, Concord III will ask the Concord III stockholders to vote in favor of the following proposals:

•

The Business Combination Proposal — a proposal to approve the adoption of the Business Combination Agreement and the Business Combination (Proposal No. 1).

•

The Charter Amendment Proposal — a proposal to adopt the proposed second amended and restated certificate of incorporation of Concord III attached as Annex B to this proxy statement/​prospectus (Proposal No. 2).

•

The Governance Proposals — to approve, on a non-binding advisory basis, separate governance proposals relating to certain material differences between Concord III’s current amended and restated certificate of incorporation and the proposed second amended and restated certificate of incorporation (Proposal Nos. 3A-3E).

•

The Election of Directors Proposal — a proposal to elect the directors comprising the board of directors of Concord III following the Closing (Proposal No. 4).

•

The Incentive Award Plan Proposal — a proposal to approve and adopt the incentive award plan established to be effective after the Closing (Proposal No. 5).

•

The Employee Stock Purchase Plan Proposal — a proposal to approve and adopt the employee stock purchase plan established to be effective after the Closing (Proposal No. 6).

•

The NYSE Proposal — a proposal to issue New GCT Common Stock to (i) the GCT Stockholders in the Merger pursuant to the Business Combination Agreement, (ii) the PIPE Investors pursuant to the PIPE Subscription Agreements and (iii) the CVT Investors pursuant to the Note Financing (Proposal No. 7).

•

The Adjournment Proposal — a proposal to authorize the adjournment of the special meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based on the tabulated vote at the time of the special meeting, there are not sufficient votes to approve the Business Combination Proposal (Proposal No. 8).

Recommendation of the Concord III Board of Directors

Concord III’s board of directors believes that each of the proposals to be presented at the special meeting of stockholders is in the best interests of Concord III and its stockholders and unanimously recommends that its stockholders vote “FOR” each of the proposals.

When you consider the recommendation of Concord III’s board of directors in favor of approval of the Business Combination Proposal, you should keep in mind that certain of Concord III’s board of directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder. These interests include, among other things:

•

the beneficial ownership of the Sponsor, which is governed by a board of managers consisting of three managers, Bob Diamond, David Schamis and Jeff Tuder, of an aggregate of 16,218,333 shares of Concord III Common Stock, consisting of:

89

•

7,957,727 Founder Shares purchased by the Sponsor for an aggregate price of $25,000;

•

8,260,606 shares of Concord III Class A Common Stock underlying Private Warrants purchased by the Sponsor at $1.00 per warrant for an aggregate purchase price of approximately $8.26 million.

All of the above Founder Shares and warrants would become worthless if Concord III does not complete a business combination within the applicable time period, as the Sponsor has waived any right to redemption with respect to these shares. Such shares and warrants have an aggregate market value of approximately $84.3 million and $700,000, respectively, based on the closing price of Concord III Class A Common Stock of $10.59 and the closing price of Concord III Warrants of $0.0839 on the NYSE on January 26, 2024;

•

the beneficial ownership of Concord III’s independent directors, Peter Ort, Thomas King and Larry Leibowitz, who each hold 30,000 Founder Shares with a total market value of approximately $318,000 based on the closing price of Concord III Class A Common Stock of $10.59 on the NYSE on January 26, 2024. The Founder Shares would become worthless if Concord III does not complete a business combination within the applicable time period, as the independent directors have waived any right to redemption with respect to these shares;

•

the fact that given the differential in the purchase price that the Sponsors paid for the Founder Shares as compared to the price of Concord III Units sold in the IPO and the substantial number of shares of Concord III Class A Common Stock that the initial stockholders will receive upon conversion of the Founder Shares in connection with the Business Combination, they and their affiliates may earn a positive rate of return on their investment, even if Public Stockholders experience a negative rate of return following the completion of the Business Combination, including if the share price of New GCT Common Stock after the Closing falls as low as $1.09 per share, as the market value of the 8,625,000 Founder Shares would be approximately equal to the initial stockholders’ initial investment in Concord III;

•

the economic interests in the Sponsor held directly or indirectly by certain of Concord III’s officers and directors, including Bob Diamond and Jeff Tuder, which gives them an indirect pecuniary interest in the securities of Concord III, including the Founder Shares and Private Warrants held by the Sponsor and which interest will become worthless if Concord III does not consummate an initial business combination within the applicable time period.

•

As of September 30, 2023, there was no balance outstanding in Working Capital Loans extended by the Sponsor to Concord III pursuant to the Sponsor Promissory Note. Other than repayment of Working Capital Loans in connection with the consummation of the Business Combination, there are presently no fees that will be paid and no out-of-pocket expenses that would be reimbursed to the Sponsor upon consummation of the Business Combination;

•

the continued right of the Sponsor to hold Concord III Class A Common Stock and the shares of Concord III Class A Common Stock to be issued to the Sponsor upon exercise of its Private Warrants following the Business Combination, subject to certain lock-up periods and forfeiture pursuant to the Sponsor Support Agreement;

•

the fact that the Sponsor and Concord III’s executive officers and directors, for no compensation, have agreed not to redeem any shares of Concord III held by them in connection with a stockholder vote to approve the Business Combination and to vote any shares of Concord III Common Stock held by them in favor of the Business Combination Proposal;

•

the fact that if the Trust Account is liquidated, including in the event Concord III is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify Concord III to ensure that the proceeds in the Trust Account are not reduced below $10.20 per Public Share, or such lesser per Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Concord III has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Concord III, but only if such a vendor or target business has not executed a waiver (other than Concord III’s independent public accountants) of any and all rights to amounts held in the Trust Account; and

90

•

the fact that Jeff Tuder, the current Chief Executive Officer and a director of Concord III, is expected to become a director of New GCT after the consummation of the Business Combination. As such, in the future he will receive any cash fees, stock options, stock awards or other remuneration that the New GCT board of directors determines to pay to him for his services as a director;

•

Concord III’s existing certificate of incorporation provides that the doctrine of corporate opportunity will not apply with respect to Concord III or any of its officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. Concord III does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target. In the course of their other business activities, Concord III’s officers and directors may become aware of other investment and business opportunities which may be appropriate for presentation to Concord III as well as the other entities with which they are affiliated. Concord III’s management has pre-existing fiduciary duties and contractual obligations and if there is a conflict of interest in determining to which entity a particular business opportunity should be presented, any entity with whom Concord III’s management has a pre-existing fiduciary obligation will be presented the opportunity before Concord III is presented with it. Concord III does not believe, however, that the fiduciary duties or contractual obligations of Concord III’s officers or directors or waiver of corporate opportunity materially affected Concord III’s search for a business combination. Concord III is not aware of any such corporate opportunity not being offered to Concord III and does not believe the renouncement of Concord III’s interest in any such corporate opportunities impacted Concord III’s search for an acquisition target; and

•

the continued indemnification of current directors and officers of Concord III and the continuation of directors’ and officers’ liability insurance after the Business Combination.

The existence of financial and personal interests of the Sponsor, board of directors and executive officers of Concord III may mean that they may be incentivized to recommend, approve and/or complete the Business Combination, or an alternative business combination, with a less favorable target company or on terms less favorable to Public Stockholders and holders of Public Warrants than they would otherwise recommend, approve or complete, as the case may be, rather than allow Concord III to wind up having failed to consummate a business combination and lose their entire investment. Further, because of these interests, the Sponsor, board of directors and executive officers of Concord III could benefit from the completion of a business combination that is not favorable to Public Stockholders and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to Public Stockholders rather than liquidate.

Record Date and Voting

You will be entitled to vote or direct votes to be cast at the special meeting of stockholders if you owned shares of Concord III Common Stock at the close of business on February 5, 2024, which is the record date for the special meeting of stockholders. You are entitled to one vote for each share of Concord III Common Stock that you owned as of the close of business on the record date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the record date, there were 12,566,361 shares of Concord III Common Stock outstanding, of which 7,957,727 are Founder Shares held by the Sponsor.

The Sponsor, Concord III’s directors and officers and CA2 have agreed to vote all of their Founder Shares and any Public Shares acquired by them in favor of the Business Combination Proposal. The issued and outstanding Concord III Warrants do not have voting rights at the special meeting of stockholders.

Voting Your Shares

Each share of Concord III Common Stock that you own in your name entitles you to one vote on each of the proposals for the special meeting of stockholders. Your one or more proxy cards show the number of shares of Concord III Common Stock that you own.

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If you are a holder of record, there are two ways to vote your shares of Concord III Common Stock at the special meeting of stockholders:

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Voting by Mail.   You can vote by completing, signing and returning the enclosed proxy card in the postage-paid envelope provided. If you hold your shares in “street name” through a bank, broker or other nominee, you will need to follow the instructions provided to you by your bank, broker or other nominee to ensure that your shares are represented and voted at the applicable special meeting(s). If you vote by proxy card, your “proxy,” whose name is listed on the proxy card, will vote your shares as you instruct on the proxy card. If you sign and return the proxy card but do not give instructions on how to vote your shares, your shares of Concord III Common Stock will be voted as recommended by Concord III’s board of directors. Concord III encourages you to sign and return the proxy card even if you plan to attend the special meeting so that your shares will be voted if you are unable to attend the special meeting.

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Voting at the Special Meeting.   You can attend the special meeting and vote in person. If your shares of Concord III Common Stock are registered directly in your name, you are considered the stockholder of record and you have the right to vote in person at the special meeting. If you hold your shares in “street name,” which means your shares are held of record by a broker, bank or other nominee, you should follow the instructions provided by your broker, bank or nominee to ensure that votes related to the shares you beneficially own are properly counted. In this regard, you must provide the record holder of your shares with instructions on how to vote your shares or, if you wish to attend the special meeting and vote in person, you will need to contact your broker, bank or nominee to obtain a legal proxy that will authorize you to vote these shares.

Who Can Answer Your Questions About Voting Your Shares

If you have any questions about how to vote or direct a vote in respect of your shares of Concord III Common Stock, you may contact our proxy solicitor at:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford CT 06902
Telephone: Toll-Free (800) 662-5200 or (203) 658-9400
Banks and brokers can call collect at: (203) 658-9400
Email: CND.info@investor.morrowsodali.com

Quorum and Vote Required for the Concord III Proposals

A quorum of Concord III’s stockholders is necessary to hold a valid meeting. A quorum will be present at the special meeting of stockholders if a majority of the Concord III Common Stock outstanding and entitled to vote at the meeting is represented in person or by proxy. Abstentions will count as present for the purposes of establishing a quorum.

The approval of the Business Combination Proposal, Governance Proposals, Incentive Award Plan Proposal, Employee Stock Purchase Plan Proposal, NYSE Proposal and Adjournment Proposal requires the affirmative vote in person or by proxy of the holders of a majority of the then outstanding shares of Concord III Common Stock present and entitled to vote at the special meeting.

The approval of the Charter Amendment Proposal requires the affirmative vote in person or by proxy of the holders of a majority of all then outstanding shares of Concord III Common Stock entitled to vote thereon at the special meeting.

The approval of the election of each director nominee pursuant to the Election of Directors Proposal requires the affirmative vote of the holders of a plurality of the outstanding shares of Concord III Common Stock entitled to vote and actually cast thereon at the special meeting. Concord III’s existing certificate of incorporation provides that prior to the closing of the initial Business Combination, the holders of Concord III Class B Common Stock have the exclusive right to elect directors. The Sponsor holds the only outstanding share of Concord III Class B Common Stock.

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Abstentions and Broker Non-Votes

Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-discretionary matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. Concord III believes the proposals presented to its stockholders will be considered non-discretionary and therefore your broker, bank or nominee cannot vote your shares without your instruction. If you do not provide instructions with your proxy, your bank, broker or other nominee may deliver a proxy card expressly indicating that it is NOT voting your shares; this indication that a bank, broker or nominee is not voting your shares is referred to as a “broker non-vote.”

Abstentions will be counted for purposes of determining the presence of a quorum at the special meeting of Concord III stockholders. For purposes of approval, abstentions will have the same effect as a vote “against” the Charter Amendment Proposal, the Governance Proposals, the Business Combination Proposal, the Incentive Award Plan Proposal, the Employee Stock Purchase Plan Proposal, the NYSE Proposal, the Election of Directors Proposal and the Adjournment Proposal, if presented. Broker non-votes will have the same effect as a vote “against” the Charter Amendment Proposal and will have no effect on the remaining Concord III Proposals.

Revocability of Proxies

If you are a stockholder of record and you give a proxy, you may revoke it at any time before it is exercised by doing any one of the following:

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you may send another proxy card with a later date;

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you may notify Concord III’s secretary in writing before the annual meeting that you have revoked your proxy; or

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you may attend the special meeting and submit a ballot during the special meeting.

If you hold your shares in “street name,” you should contact your broker, bank or nominee to change your instructions on how to vote.

Redemption Rights

Any holder of Public Shares may demand that Concord III convert such shares into cash in connection with the Business Combination at the applicable conversion price per share equal to the quotient obtained by dividing (a) the aggregate amount on deposit in the Trust Account as of two business days prior to the consummation of the Business Combination, including interest not previously released to Concord III to pay its franchise and income tax obligations, by (b) the total number of shares of Concord III Common Stock included as part of the Concord III Units issued in the IPO. For illustrative purposes, based on funds in the Trust Account of approximately $42.4 million as of December 31, 2023, the estimated per share conversion price would have been approximately $10.76.

Holders of Public Shares are not required to affirmatively vote on the Business Combination Proposal or be holders of Public Shares on the record date in order to exercise redemption rights with respect to such Public Shares. If a holder exercises its redemption rights and the Business Combination is consummated, then Concord III will convert such holder’s Public Shares into a pro rata portion of funds deposited in the Trust Account and such holder will no longer own these shares following the Business Combination.

The Sponsor and Concord III’s officers and directors will not have redemption rights with respect to any shares of Concord III Common Stock owned by them, directly or indirectly.

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Concord III stockholders who seek to have their Public Shares converted must deliver their shares, either physically or electronically using DTC’s DWAC System, to Continental Stock Transfer & Trust Company, Concord III’s transfer agent, no later than two (2) business days prior to the special meeting at the following address:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attention: Mark Zimkind
E-mail: mzimkind@continentalstock.com

If you hold the Public Shares in street name, you will have to coordinate with your broker to have your shares certificated or delivered electronically. Certificates that have not been tendered (either physically or electronically) in accordance with these procedures will not be converted into cash. There is a nominal cost associated with this 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 $100 and it would be up to the broker whether or not to pass this cost on to the converting Concord III stockholder. In the event the proposed Business Combination is not consummated, this may result in an additional cost to stockholders for the return of their Public Shares. Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent. It is Concord III’s understanding that stockholders should generally allot at least one week to obtain physical certificates from the transfer agent. However, Concord III does not have any control over this process and it may take longer than one week. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically. If you do not submit a written request and deliver your Public Shares as described above, your shares will not be converted.

Any request to have such Public Shares converted, once made, may be withdrawn at any time prior to the vote on the Business Combination Proposal. Furthermore, if a holder of a Public Share delivered its certificate in connection with an election of its conversion and subsequently decides prior to the applicable date not to elect to exercise such rights, it may simply request that the transfer agent return the certificate (physically or electronically). You may make such request by contacting Concord III’s transfer agent at the phone number or address listed above.

If the Business Combination is not approved or completed for any reason, then Concord III’s Public Stockholders who elected to exercise their redemption rights will not be entitled to have their Public Shares converted. In such case, Concord III will promptly return any shares delivered by Public Stockholders.

The closing price of the Concord III Class A Common Stock on December 31, 2023 was $10.56. The cash held in the trust account on such date less taxes payable was approximately $42.4 million ($10.76 per Public Share). Prior to exercising redemption rights, stockholders should verify the market price of Concord III Class A Common Stock as they may receive higher proceeds from the sale of their Concord III Class A Common Stock in the public market than from exercising their redemption rights if the market price per share is higher than the conversion price. Concord III cannot assure its stockholders that they will be able to sell their Concord III Class A Common Stock in the open market, even if the market price per share is higher than the conversion price stated above, as there may not be sufficient liquidity in its securities when its stockholders wish to sell their shares.

If you exercise your redemption rights, your shares of Concord III Class A Common Stock will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account, including interest not previously released to Concord III to pay its franchise and income tax obligations. You will no longer own those shares. You will be entitled to receive cash for these shares only if you properly demand conversion.

If the Business Combination Proposal is not approved and Concord III does not consummate an initial business combination by August 8, 2024 or obtain the approval of Concord III stockholders to extend the deadline for Concord III to consummate an initial business combination, it will be required to dissolve and liquidate and the Concord III Warrants will expire worthless.

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Redemption rights are not available to holders of Concord III Warrants in connection with the Business Combination. Assuming maximum redemptions of 3,941,361 shares of Concord III Class A Common Stock and based on the closing price of such Concord III Warrants of $0.07 on NYSE as of January 30, 2024, the aggregate value that can be retained by Public Stockholders who have properly exercised their redemption rights is $1,207,500. The actual market price of Concord III Warrants may be higher or lower on the date that a holder of Concord III Warrants seeks to sell or exercise such Concord III Warrants. Additionally, Concord III cannot assure the holders of Concord III Warrants that they will be able to sell their Concord III Warrants in the open market as there may not be sufficient liquidity in such Concord III Warrants when a holder thereof desires to sell. Further, while the level of redemptions of Concord III Class A Common Stock will not directly change the value of Concord III Warrants, as Concord III Warrants will remain outstanding regardless of the level of redemptions, as redemptions of Concord III Class A Common Stock increase, a holder of Concord III Warrants will ultimately own a greater interest in Concord III (or, after completion of the Business Combination, New GCT) because there would be fewer shares of Concord III Class A Common Stock (or, after completion of the Business Combination, shares of New GCT Common Stock) outstanding overall. Further, the potential for the issuance of a substantial number of shares of Concord III Class A Common Stock (or, after completion of the Business Combination, shares of New GCT Common Stock) upon exercise of Concord III Warrants (or, after completion of the Business Combination, New GCT Warrants) could make New GCT less attractive to investors. Any such issuance will increase the number of issued and outstanding shares of Concord III Class A Common Stock (or, after completion of the Business Combination, shares of New GCT Common Stock) and reduce the value of the outstanding Concord III Class A Common Stock (or, after completion of the Business Combination, New GCT Common Stock). Therefore, the outstanding Concord III Warrants (or, after completion of the Business Combination, New GCT Warrants) could have the effect of depressing the market price of Concord III Class A Common Stock (or, after completion of the Business Combination, New GCT Common Stock).

Appraisal or Dissenters’ Rights

No appraisal or dissenters’ rights are available to holders of shares of Concord III Common Stock or Concord III Warrants in connection with the Business Combination.

Solicitation of Proxies

Concord III will pay the cost of soliciting proxies for the special meeting. Concord III has engaged Morrow Sodali LLC to assist in the solicitation of proxies for the special meeting. Concord III has agreed to pay Morrow Sodali LLC a fee of $15,000. Concord III will reimburse Morrow Sodali LLC for reasonable out-of-pocket expenses and will indemnify Morrow Sodali LLC and its affiliates against certain claims, liabilities, losses, damages and expenses. Concord III also will reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of Concord III Common Stock for their expenses in forwarding soliciting materials to beneficial owners of Concord III Common Stock and in obtaining voting instructions from those owners. Concord III’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Stock Ownership

As of the record date, the Sponsor, directors and officers of Concord III and CA2 beneficially owned an aggregate of approximately 68.6% of the outstanding shares of Concord III Common Stock. The Sponsor, directors and officers of Concord III and CA2 have agreed to vote all of its Founder Shares and any Public Shares acquired by them in favor of the Business Combination Proposal. As of the date of this proxy statement/prospectus, the Sponsor, directors and officers of Concord III and CA2 have not acquired any Public Shares.

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PROPOSALS TO BE CONSIDERED BY CONCORD III’S STOCKHOLDERS
PROPOSAL NO. 1 — THE BUSINESS COMBINATION PROPOSAL

THE BUSINESS COMBINATION

The Background of the Business Combination

The terms of the Business Combination Agreement are the result of arm’s-length negotiations between representatives of Concord III and GCT. The following is a brief discussion of the background of these negotiations, the Business Combination Agreement and related transactions.

Concord III is a blank check company formed under the laws of the State of Delaware on February 18, 2021 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. While Concord III may pursue a merger opportunity in any industry or sector, Concord III sought to capitalize on the ability of its management team and Sponsor with an initial focus on identifying, acquiring and managing a business in the financial services and financial technology sectors, including payments, enterprise software, and data analytics, that could benefit from its differentiated deal flow and global network. Concord III sought to acquire established and growing businesses that it believes are fundamentally sound with an attractive financial profile and poised for continued and accelerating growth, but potentially in need of some form of financial, operational, strategic or managerial guidance to maximize value. Concord III’s management considered a variety of factors in evaluating prospective target businesses, including, but not limited to, the following:

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financial condition and historical results of operation;

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growth potential and outlook;

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attractiveness of the business model;

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innovative product and/or service offerings;

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experience and skill of management;

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capital requirements;

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competitive position;

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barriers to entry;

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stage of development of the products, processes or services;

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existing distribution and potential for expansion;

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degree of current or potential market acceptance of the products, processes or services;

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proprietary aspects of products and the extent of intellectual property or other protection for products or formulas;

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impact of regulation on the business;

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regulatory environment of the industry;

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costs associated with effecting the business combination;

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ability to benefit from long-term sponsorship;

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ability to benefit from being a public company;

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industry leadership, sustainability of market share and attractiveness of market industries in which a target business participates; and

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macro competitive dynamics in the industry within which the target company competes.

The Business Combination with GCT is a result of an extensive search for a potential transaction utilizing Concord III management’s relationships with management teams of public and private companies,

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investment professionals at private equity firms, family offices and other financial sponsors, owners of private businesses, investment bankers, consultants and attorneys.

On an ongoing basis, GCT and its board of directors, together with their legal and financial advisors, have reviewed and evaluated strategic opportunities and alternatives with a view to enhancing stockholder value. Such opportunities and alternatives included, among other things, mergers, acquisitions and various capital markets transactions.

On November 8, 2021, Concord III completed its initial public offering of 34,500,000 Concord III Units, including the issuance of 4,500,000 Concord III Units as a result of the underwriters’ exercise in full of their over-allotment option. The Concord III Units were sold at an offering price of $10.00 per unit, generating gross proceeds of $345,000,000. Simultaneously with the consummation of the IPO, Concord III completed a private placement of an aggregate of 9,400,000 Private Warrants at a price of $1.00 per Private Warrant, generating total gross proceeds of $9,400,000 (the “Private Placement”). Concord III also executed promissory notes with the Sponsor and CA2, evidencing the Sponsor Loans in the aggregate amount of $6,900,000. The Sponsor Loans may, by their terms, be repaid or converted into warrants at a conversion price of $1.00 per warrant, at the holders’ discretion. Pursuant to the Sponsor Support Agreement, the Sponsor and CA2 agreed to forgive all amounts outstanding under the Sponsor Loans at the Closing. 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.

On May 4, 2023, Concord III’s stockholders approved a proposal to amend its amended and restated certificate of incorporation to extend the date by which it had to consummate a business combination from May 8, 2023 to November 8, 2023, or such earlier date as may be determined by the Concord III’s board of directors. In connection with the votes to approve the First Extension, the holders of 30,460,066 shares of Concord III Class A Common Stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.42 per share, for an aggregate redemption amount of approximately $317.4 million, leaving approximately $42.1 million in the Trust Account immediately following the First Extension.

On November 7, 2023, Concord III’s stockholders approved a proposal to further amend its amended and restated certificate of incorporation, as amended, to extend the date by which it has to consummate a business combination from November 8, 2023 to August 8, 2024, or such earlier date as may be determined by the Concord III’s board of directors. In connection with the votes to approve the Second Extension, the holders of 98,573 shares of Concord III Class A Common Stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.70 per share, for an aggregate redemption amount of approximately $1.1 million, leaving approximately $42.2 million in the Trust Account immediately following the Second Extension.

Except for a portion of the interest earned on the funds held in the Trust Account that may be released to Concord III to pay taxes, none of the funds held in the Trust Account will be released until the earlier of the completion of Concord III’s initial business combination and the redemption of 100% of its Public Shares if Concord III is unable to consummate a business combination by August 8, 2024, or such earlier date as may be determined by the Concord Board, unless such date is extended upon approval by the Concord III stockholders.

Prior to the consummation of the IPO, neither Concord III, nor anyone on its behalf, contacted any prospective target business or had any substantive discussions, formal or otherwise, with respect to a transaction with Concord III.

From the date of IPO through the signing of the Business Combination Agreement on November 2, 2023, members of Concord III’s management reviewed self-generated ideas and contacted, and were contacted by, a number of individuals and entities with respect to over 100 business combination opportunities. As part of this process, representatives of Concord III considered and evaluated over 40 potential acquisition targets in a wide variety of industry sectors and engaged in discussions with owners or management team members of over two dozen such potential targets. From the date of the IPO through June 2023, representatives of Concord III submitted non-binding letters of intent to four potential acquisition targets (including GCT) following evaluation of, and discussions with, each such potential acquisition target.

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Representatives of Concord III engaged in significant due diligence and detailed discussions directly with the senior executives and/or shareholders of each of the potential business combination targets that received non-binding letters of intent from Concord III. Concord III did not pursue a potential transaction with the other potential acquisition targets for a variety of factors, including Concord III’s views of industry, sector and/or business prospects, the target companies’ preparedness to become publicly listed, and divergent expectations on timing and/or valuation.

Concord III decided to pursue a combination with GCT because it determined that GCT represented a compelling opportunity based upon GCT’s position within the fabless semiconductor industry generally, and its position within the 4G/-5G segments of that market in particular. Compared to GCT, Concord III and its advisors did not consider the other alternative combination targets to be as compelling when taking into consideration their business prospects, strategy, management teams, structure, likelihood of execution and valuation considerations.

In March 2023, TD Cowen, as part of its regular interaction with Concord III regarding potential SPAC opportunities, reached out to Jeff Tuder, Concord III’s Chief Executive Officer, regarding a potential business combination opportunity with GCT.

On March 27 and 28, 2023, Mr. Tuder and John Schlaefer, GCT’s Chief Executive Officer, met via conference call to have a preliminary, high-level discussion about GCT, its target markets, and Concord III’s relevant experience in related sectors. During those discussions, Mr. Schlaefer indicated GCT’s interest in potentially entering into a business combination with a SPAC and that it had formally engaged B. Riley Securities, Inc. (“B. Riley”) as its advisor to assist it in evaluating such a transaction.

Following that preliminary discussion, the parties negotiated and entered into a non-disclosure agreement on or about April 18, 2023. Concord III was informed by B. Riley as to GCT’s desire to determine Concord III’s level of interest via a non-binding letter of interest as soon as it deemed appropriate. The parties conducted additional management meetings and discussions after executing the non-disclosure agreement.

On June 1, 2023, Concord III submitted to GCT an initial draft of a non-binding letter of intent. Concord III’s draft non-binding letter of intent included a proposed pre-transaction enterprise value of GCT of $350 million. The parties discussed Concord III’s letter of intent over the course of the following week, and Concord III received a markup to its letter of intent from B. Riley on June 9, 2023.

Between June 1, 2023 and June 23, 2023, the parties exchanged multiple drafts of the letter of intent and held multiple video and telephonic calls at which the terms of the letter of intent were discussed. Key matters addressed in these drafts were the pre-transaction enterprise value of GCT, the minimum cash condition of the Business Combination, the pro forma ownership of the post-Business Combination company, the lock-up applicable to GCT’s stockholders, the terms of potential forfeiture of a portion of Sponsor’s founder shares subject to a performance based earn-out, the terms under which GCT could raise additional capital between execution of the letter of intent and signing of a transaction agreement, the exclusivity provision and the termination rights of the parties.

On June 23, 2023, after the parties continued discussions and further negotiation of the letter of intent, the parties executed a non-binding letter of intent (the “Original LOI”) following the approval of the board of directors of GCT and Concord III. The Original LOI contained a mutual exclusivity period of 45 days, subject to an automatic extension of an additional 15 days if the parties were continuing to negotiate in good faith with respect to definitive documentation for a transaction at the end of the initial 45-day period.

Beginning on June 23, 2023 and continuing through execution of the Business Combination Agreement, the Concord III management team, its advisors and representatives of TD Cowen continued their due diligence of GCT, including reviewing materials in GCT’s online data room, requesting additional documentation, reviewing additional information provided, and holding multiple due diligence video and telephonic conference calls with GCT’s management team, employees and advisors, including customer calls with GCT’s largest existing customers and suppliers as well as future anticipated customers and suppliers working with GCT on its 5G chipset. Additional information was provided in the data room and a number of follow-up diligence calls were hosted as requested by GCT during which Concord III and GCT discussed an overview of GCT and its current and future products, GCT’s technology, operations, customer pipeline,

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sales and marketing, corporate legal structure and material contracts, intellectual property portfolio, historical financial results, financial modeling, employment structure, human resources and related matters and other diligence matters. Such diligence continued as requested by Concord III up through finalization and signing of the definitive documentation, including bring down diligence calls undertaken prior to signing the Business Combination Agreement.

During this time, the parties conducted weekly calls to update the parties and their advisors on the status of Concord III’s due diligence process as well as updates regarding the preparation of GCT’s investor presentation and audited financial statements for the year ended 2022. In addition, Concord III and TD Cowen reviewed and provided comments on GCT’s investor presentation to be used in connection with the PIPE Investment.

Beginning on August 8, 2023, the parties began to discuss certain adjustments and amendments to the Original LOI that they believed would be required to complete the Business Combination under current market conditions, in particular the difficult market for obtaining traditional PIPE financing. These adjustments included eliminating the minimum cash condition contained in the Original LOI and requiring GCT to work with its existing and new investors to secure a minimum of $25 million in financing to support the proposed transaction as well as adjusting the allocation of the founder shares among the various parties.

On August 18, 2023, TD Cowen sent a revised non-binding letter of intent to B. Riley on behalf of Concord III.

On August 29, 2023, the parties entered into a revised non-binding letter of intent (the “Revised LOI”). The Revised LOI did not change the $350 million valuation of GCT reflected in the Original LOI, or the earn-out pursuant to which New GCT may issue up to an additional 20 million shares of New GCT Common Stock subject to the achievement of specified minimum trading price targets. The Revised LOI eliminated the minimum cash condition contained in the Original LOI and replaced it with a requirement that GCT raise at least $25 million through a combination of the PIPE Investment and the Note Financing, and provided for a portion of the Founder Shares held by the Sponsor and CA2 to be re-allocated among the stockholders of GCT and the Financing Investors, among other changes. The Revised LOI contained a mutual exclusivity period of 45 days, subject to an automatic extension of an additional 15 days if the parties were continuing to negotiate in good faith with respect to definitive documentation for a transaction at the end of the initial 45-day period.

Beginning on August 28, 2023 through the execution of the Business Combination Agreement, GCT secured signed letters of intent from various of its existing and new investors to invest in the PIPE Investment and/or the Note Financing to satisfy the condition reflected in the Revised LOI. By September 8, 2023, GCT had entered into letters of intent with investors in an aggregate amount sufficient to satisfy such condition.

On or about September 13, 2023, Concord III’s U.S. counsel, Greenberg Traurig, LLP (“Greenberg Traurig”) began a legal due diligence review of GCT. On October 3, 2023, Concord III engaged Bae, Kim & Lee LLC as Korean counsel, and such counsel began a legal due diligence review of GCT’s Korean business and operations.

From September 27, 2023 through November 1, 2023, representatives of Concord III, GCT and their respective legal counsel conducted various telephonic conferences regarding the terms of the Business Combination Agreement and exchanged drafts and negotiated the terms of the Business Combination Agreement and the ancillary agreements related to the Business Combination, including the disclosure schedules to the Business Combination Agreement, the Stockholder Support Agreement, the Sponsor Support Agreement, and the forms of Registration Rights Agreement and Lock-Up Agreement. During this time, the parties negotiated and resolved open items in the Business Combination Agreement and the Ancillary Agreements. In particular the negotiations focused on (i) the allocation of transaction expenses between the parties and the reimbursement of certain of Concord III’s transaction expenses by GCT, (ii) the payment of a termination fee by GCT to Concord III if the Business Combination Agreement is terminated under certain circumstances, (iii) the re-allocation of certain founder shares and Private Placement Warrants held by the Sponsor and CA2 among the parties and the Financing Investors, (iv) the timeframe with respect to

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GCT’s covenant to deliver audited financial statements, (v) the conversion of GCT’s existing convertible notes in connection with the Business Combination and GCT’s obligations with respect to its convertible note holders, and (vi) New GCT’s governance structure.

On October 27, 2023, GCT’s board of directors held a meeting in which the chairman, management managers and GCT’s advisors presented a final draft of the Business Combination Agreement and discussed the material terms of such agreement, including recommendation from GCT’s financial advisor, B. Riley, the valuation of GCT and earnout structure, the structure and size of PIPE and convertible note financing and impact on GCT stockholders. Following such discussion, the GCT board of directors unanimously approved the final draft of the Business Combination Agreement, subject to completion of further negotiation and resolution of certain outstanding items in the Business Combination Agreement. Thereafter, GCT continued to work with Concord III and its advisors to resolve these items and finalized the Business Combination Agreement. On November 2, 2023, GCT’s board of directors executed a unanimous written consent to approve the Business Combination Agreement and related transactions.

On November 2, 2023, a special meeting of the Concord III board of directors was held. In addition to the full Concord III board, the meeting was attended by officers of Concord III and representatives of the Sponsor, TD Cowen and Greenberg Traurig. In advance of the meeting, the Concord III board was provided presentation materials regarding GCT prepared by TD Cowen, information prepared by GT regarding fiduciary duties, and the then current drafts of the Business Combination Agreement, and each of the ancillary agreements. The Concord III board, with the assistance of its financial and legal advisors, discussed and reviewed the proposed Business Combination, including the terms and conditions of the Business Combination Agreement and the ancillary agreements, the potential benefits of, and risks relating to, the Business Combination, the potential benefits of entering into the Business Combination Agreement, the proposed timeline for entering into the definitive transaction agreements and announcing the Business Combination, and related fiduciary duties. Upon completion of the various presentations from TD Cowen and GT, the Concord III board approved the Business Combination by unanimous vote and determined, among other things, that the Business Combination Proposal is in the best interests of Concord III and its stockholders and recommended that its stockholders vote “FOR” the proposal. See “— Concord III Board’s Reasons for the Approval of the Business Combination” for additional information related to the factors considered by the Concord III board in approving the Business Combination.

On November 2, 2023, Concord III, GCT and Merger Sub executed the Business Combination Agreement. Concurrently with the execution of the Business Combination Agreement, Concord III also entered into the Stockholder Support Agreement and the Sponsor Support Agreement, in each case, with the counterparties thereto. See “— Related Agreements” for additional information.

On November 3, 2023, the parties finalized the proposed materials in respect of the public announcement of the Business Combination, including a press release and Form 8-K.

On the morning of November 3, 2023, Concord III and GCT issued a press release announcing the execution of the Business Combination Agreement and Concord III filed a Form 8-K with the SEC including a copy of the press release, the Business Combination Agreement and other ancillary agreements.

Concord III’s Board of Directors’ Reasons for the Approval of the Business Combination

As described under “Background of the Business Combination” above, Concord III’s board of directors, in evaluating the Business Combination, consulted with Concord III’s management and financial and legal advisors. In reaching its unanimous decision to approve the Business Combination Agreement and the transactions contemplated by the Business Combination Agreement, the Concord III board of directors considered a range of factors, including, but not limited to, the factors discussed below. In light of the number and wide variety of factors considered in connection with its evaluation of the combination, the Concord III board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors that it considered in reaching its determination and supporting its decision. The Concord III board viewed its decision as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors.

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This explanation of Concord III’s reasons for the combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section titled “Cautionary Note Regarding Forward-Looking Statements.”

In approving the Business Combination, the Concord III board determined not to obtain a fairness opinion. The officers and directors of Concord III have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and concluded that their experience and background, together with the sector expertise of Concord III’s financial advisors, enabled them to make the necessary analyses and determinations regarding the Business Combination.

The Concord III board considered a number of factors pertaining to the Business Combination as generally supporting its decision to enter into the Business Combination Agreement and the transactions contemplated thereby, including, but not limited to, the following:

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meetings and calls with the management team and advisors of GCT regarding, among other things, operations and plans;

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review of material contracts and other material matters;

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financial, tax, legal, insurance, accounting, operational, business and other due diligence;

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analysis of comparable target companies;

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review of GCT’s current and target markets;

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review and analyze GCT’s technology and intellectual property portfolio;

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consultation with Concord III management and its legal counsel;

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review of historical financial performance of GCT (including audited and unaudited financials); and

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analyses of GCT’s potential market opportunity, conducted by Concord III with assistance from TD Cowen.

The Concord III board also considered a variety of uncertainties and risk and other potentially negative factors concerning the Business Combination including, but not limited to, the following:

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Benefits May Not Be Achieved.   The risk that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe;

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Closing Conditions.   The fact that the completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within Concord III’s control;

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Redemption Risk.   The risk that a significant number of Concord III’s stockholders may elect to redeem their shares prior to the consummation of the Business Combination pursuant to Concord III’s second amended and restated certificate of incorporation;

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Listing Risks.   The requirements of being a public company, including compliance with the SEC’s requirements regarding internal controls over financial reporting, may strain GCT’s resources and divert management’s attention, and the increases in legal, accounting and compliance expenses that will result from the Business Combination may be greater than GCT anticipates;

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Concord III Stockholders Receiving a Minority Position.   The fact that Concord III’s stockholders will hold a minority position in the combined company;

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Fees and Expenses.   The significant fees and expenses associated with completing the Business Combination and the substantial time and effort of Concord III’s management required to complete the Business Combination;

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No Third Party Valuation.   The risk that Concord III did not obtain a fairness opinion in determining whether or not to proceed with the Business Combination;

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Interests of Concord III’s Directors and Officers.   The interests of Concord III’s directors and officers in the Business Combination (see “Interests of Certain Persons in the Business Combination”);

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Readiness to be a Public Company.   As GCT has not previously been a public company and some of its executives and employees are located outside the United States, GCT may not have all the different types of employees necessary for it to timely and accurately prepare reports for filing with the SEC. There is a risk that GCT will not be able to hire the right people to fill in these gaps by the time of the Closing or that additional issues could arise after the Closing due to its failure to have hired these people in advance of Closing; and

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Other Risk Factors.   Various other risk factors associated with GCT’s business, as described in the section entitled “Risk Factors” appearing elsewhere in this document.

The Concord III board of directors also considered the Business Combination in light of the investment criteria set forth in Concord III’s final prospectus for the IPO including, without limitation, GCT’s attractive business model and current customer base, strong competitive position, innovative product offering, position within its target market, potential for significant growth and experienced management team all of which the Concord III board believed have a strong potential to create meaningful stockholder value following the consummation of the Business Combination.

The above discussion of the material factors considered by the Concord III board is not intended to be exhaustive but does set forth the principal factors considered by the Concord III board.

Interests of Concord III’s Directors and Officers in the Business Combination

When you consider the recommendation of Concord III’s board of directors in favor of approval of the Business Combination Proposal, you should keep in mind that certain of Concord III’s directors and officers have interests in the Business Combination that are different from, or in addition to, your interests as a stockholder or warrant holder. These interests include, among other things:

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the beneficial ownership of the Sponsor, which is governed by a board of managers consisting of three managers, Bob Diamond, David Schamis and Jeff Tuder, of an aggregate of 16,218,333 shares of Concord III Common Stock, consisting of:

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7,957,727 Founder Shares purchased by the Sponsor for an aggregate price of $25,000;

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8,260,606 shares of Concord III Class A Common Stock underlying Private Warrants purchased by the Sponsor at $1.00 per warrant for an aggregate purchase price of approximately $8.26 million.

All of the above Founder Shares and warrants would become worthless if Concord III does not complete a business combination within the applicable time period, as the Sponsor has waived any right to redemption with respect to these shares. Such shares and warrants have an aggregate market value of approximately $84.3 million and $700,000, respectively, based on the closing price of Concord III Class A Common Stock of $10.59 and the closing price of Concord III Warrants of $0.0839 on the NYSE on January 26, 2024;

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the beneficial ownership of Concord III’s independent directors, Peter Ort, Thomas King and Larry Leibowitz, who each hold 30,000 Founder Shares with a total market value of approximately $318,000 based on the closing price of Concord III Class A Common Stock of $10.59 on the NYSE on January 26, 2024. The Founder Shares would become worthless if Concord III does not complete a business combination within the applicable time period, as the independent directors have waived any right to redemption with respect to these shares;

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the fact that given the differential in the purchase price that the Sponsors paid for the Founder Shares as compared to the price of Concord III Units sold in the IPO and the substantial number of shares of Concord III Class A Common held by the initial stockholders, they and their affiliates may earn a positive rate of return on their investment, even if Public Stockholders experience a negative rate of return following the completion of the Business Combination, including if the share price of New GCT Common Stock after the Closing falls as low as $1.09 per share, as the market value of the Sponsor’s 8,625,000 Founder Shares would be approximately equal to the initial stockholders’ initial investment in Concord III;

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the economic interests in the Sponsor held directly or indirectly by certain of Concord III’s officers and directors, including Bob Diamond and Jeff Tuder, which gives them an indirect pecuniary interest in the securities of Concord III, including the Founder Shares and Private Warrants held by the Sponsor and which interest will become worthless if Concord III does not consummate an initial business combination within the applicable time period;

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As of September 30, 2023, there was no balance outstanding in Working Capital Loans extended by the Sponsor to Concord III pursuant to the Sponsor Promissory Note. Other than repayment of Working Capital Loans in connection with the consummation of the Business Combination, there are presently no fees that will be paid and no out-of-pocket expenses that would be reimbursed to the Sponsor upon consummation of the Business Combination;

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the continued right of the Sponsor to hold Concord III Class A Common Stock and the shares of Concord III Class A Common Stock to be issued to the Sponsor upon exercise of its Private Warrants following the Business Combination, subject to certain lock-up periods and forfeiture pursuant to the Sponsor Support Agreement;

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the fact that the Sponsor and Concord III’s executive officers and directors, for no compensation, have agreed not to redeem any shares of Concord III held by them in connection with a stockholder vote to approve the Business Combination and to vote any shares of Concord III Common Stock held by them in favor of the Business Combination Proposal;

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the fact that if the Trust Account is liquidated, including in the event Concord III is unable to complete an initial business combination within the required time period, the Sponsor has agreed to indemnify Concord III to ensure that the proceeds in the Trust Account are not reduced below $10.20 per Public Share, or such lesser per Public Share amount as is in the Trust Account on the liquidation date, by the claims of prospective target businesses with which Concord III has entered into an acquisition agreement or claims of any third party for services rendered or products sold to Concord III, but only if such a vendor or target business has not executed a waiver (other than Concord III’s independent public accountants) of any and all rights to amounts held in the Trust Account;

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the fact that Jeff Tuder, the current Chief Executive Officer and a director of Concord III, is expected to become a director of New GCT after the consummation of the Business Combination. As such, in the future he will receive any cash fees, stock options, stock awards or other remuneration that the New GCT board of directors determines to pay to him for his services as a director;

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Concord III’s existing certificate of incorporation provides that the doctrine of corporate opportunity will not apply with respect to Concord III or any of its officers or directors in circumstances where the application of the doctrine would conflict with any fiduciary duties or contractual obligations they may have. Concord III does not believe that the pre-existing fiduciary duties or contractual obligations of its officers and directors materially impacted its search for an acquisition target. In the course of their other business activities, Concord III’s officers and directors may become aware of other investment and business opportunities which may be appropriate for presentation to Concord III as well as the other entities with which they are affiliated. Concord III’s management has pre-existing fiduciary duties and contractual obligations and if there is a conflict of interest in determining to which entity a particular business opportunity should be presented, any entity with whom Concord III’s management has a pre-existing fiduciary obligation will be presented the opportunity before Concord III is presented with it. Concord III does not believe, however, that the fiduciary duties or contractual obligations of Concord III’s officers or directors or waiver of corporate opportunity materially affected Concord III’s search for a business combination. Concord III is not aware of any such corporate opportunity not being offered to Concord III and does not believe the renouncement of Concord III’s interest in any such corporate opportunities impacted Concord III’s search for an acquisition target; and

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the continued indemnification of current directors and officers of Concord III and the continuation of directors’ and officers’ liability insurance after the Business Combination.

The existence of financial and personal interests of the Sponsor, board of directors and executive officers of Concord III may mean that they may be incentivized to recommend, approve and/or complete

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the Business Combination, or an alternative business combination, with a less favorable target company or on terms less favorable to Public Stockholders and holders of Public Warrants than they would otherwise recommend, approve or complete, as the case may be, rather than allow Concord III to wind up having failed to consummate a business combination and lose their entire investment. Further, because of these interests, the Sponsor, board of directors and executive officers of Concord III could benefit from the completion of a business combination that is not favorable to Public Stockholders and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to Public Stockholders rather than liquidate.

Waiver of Deferred Underwriting Fees by Citi

Citi and TD Cowen served as representatives in the IPO. In connection with such role, Citi was entitled to payment of a deferred underwriting fee in the amount of $6,991,425 upon consummation of an initial business combination by Concord III. At the request of Concord III, in order to reduce transaction costs in connection with the Business Combination, on December 8, 2023, Citi notified Concord III that it waived its entitlement to the payment of any deferred compensation in connection with its role as underwriter in Concord III’s IPO.

Neither Concord III nor GCT has engaged Citi to act as an advisor in any capacity related to the Business Combination. Additionally, Citi has not been involved in the preparation and review of this proxy statement/prospectus and was not responsible for the preparation of any disclosure that is included in this proxy statement/prospectus, or any materials underlying any such disclosure. Citi was not involved in the preparation of any materials received by Concord III’s board of directors or GCT’s board of directors related to the Business Combination. Concord III did not engage Citi in any advisory role or have any relationship with Citi following the IPO.

Citi expressly waived all deferred underwriting discounts and commissions owed to it upon consummation of the Business Combination pursuant to the underwriting agreement from the IPO by means of a letter delivered to Concord III by Citi on December 8, Citi has performed all of its obligations under the underwriting agreement to obtain its deferred underwriting discounts and commissions and is therefore gratuitously waiving its right to these deferred underwriting discounts and commissions in connection with the Business Combination. Citi did not provide a reason for waiving its deferred underwriting discounts and commissions in connection with the Business Combination. Concord III expects to use the funds previously reserved for these deferred underwriting discounts and commissions to pay additional transaction expenses.

Except with respect to Citi’s right to the deferred underwriting discounts and commissions, none of the rights and obligations of Concord III or Citi under the Underwriting Agreement have been terminated or otherwise amended, suspended or modified. Concord III continues to have customary obligations under the Underwriting Agreement, including obligations to (i) indemnify and hold harmless each underwriter, its directors, officers, employees, agents, affiliates and each person, if any, who controls the underwriter within the meaning of the Securities Act or the Exchange Act, against any and all losses, claims, damages or liabilities, joint or several, to which they or any of them may become subject under the Securities Act, the Exchange Act or other U.S. federal or state statutory law or regulation, at common law or otherwise, insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement (as defined in the Underwriting Agreement) for the registration of the Securities (as defined in the Underwriting Agreement) as originally filed or in any amendment thereof, or in any Preliminary Prospectus (as defined in the Underwriting Agreement), the Statutory Prospectus (as defined in the Underwriting Agreement), the Prospectus (as defined in the Underwriting Agreement), any “road show” as defined in Rule 433(h) under the Securities Act or any Written Testing-the-Waters Communication (as defined in the Underwriting Agreement) or in any amendment thereof or supplement thereto, or arise out of or are based upon the omission or alleged omission of a material fact required to be stated therein or necessary to make the statements therein not misleading, and (ii) reimburse each such indemnified party, as incurred, for any legal or other expenses reasonably incurred by them in connection with investigating or defending against any loss, claim, damage, liability or action.

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In addition, the Underwriting Agreement contains a contribution provision in the event that the indemnity obligations are unavailable or insufficient to hold harmless an indemnified party; however, no underwriter shall be required to contribute any amount in excess of the underwriting discount or commission applicable to the securities purchased by such underwriter pursuant to the Underwriting Agreement. There can be no assurance that Concord III would have sufficient funds to satisfy such indemnification claims.

At no time prior to the date of this proxy statement/prospectus did Citi indicate that it had any specific concerns with the Business Combination. Citi was not responsible for any part of this proxy statement/​prospectus. Concord III requested that Citi confirm that it agrees with the disclosure regarding the waiver of its deferred underwriting discounts and commissions and the risks and conclusions stated herein, and Citi declined to provide such a letter. Accordingly, Concord III stockholders should not place any reliance on the participation of Citi in the IPO in respect of the Business Combination and Concord III’s investors will not have the benefit of Citi’s independent review and investigation of the disclosures provided in this proxy statement/prospectus. While Citi did not participate in any aspect of the proposed Business Combination with GCT and Concord III has no other contractual relationship with Citi, investors should be aware that the waiver of a deferred underwriting fee is unusual and some investors may find the Business Combination less attractive as a result. This may make it more difficult for Concord III to complete the Business Combination with GCT.

Certain Other Interests in the Business Combination

In addition to the interests of Concord III’s board of directors and executive officers in the Business Combination, TD Cowen and certain of its affiliates have financial interests that are different from, or in addition to, the interests of Concord III stockholders.

TD Cowen was an underwriter in the IPO, and upon consummation of the Business Combination, TD Cowen will be entitled to $4,660,950 of deferred underwriting commissions. Such deferred commissions relate solely to TD Cowen’s services in connection with the IPO, rather than any services provided in connection with the Business Combination, and were fully earned upon completion of the IPO. TD Cowen agreed to waive its rights to the deferred underwriting commissions held in the Trust Account in the event Concord III does not complete an initial business combination within the time period set forth in the second amended and restated certificate of incorporation. Accordingly, if the Business Combination, or any other initial business combination, is not consummated by that time and Concord III is therefore required to be liquidated, TD Cowen will not receive any of the deferred underwriting commissions and such funds will be returned to the Public Stockholders upon its liquidation. TD Cowen has provided certain advisory services to Concord III in connection with the Business Combination, and TD Cowen and certain related parties are entitled to indemnification against liabilities from Concord III in connection with its rendering of such advisory services. TD Cowen is not entitled to receive any additional fees for providing those advisory services.

CA2, an affiliate of TD Cowen, currently holds 577,273 Founder Shares and 1,139,394 Private Warrants, which were purchased in connection with the IPO. There are no redemption rights or liquidating distributions from the Trust Account with respect such Founder Shares, or Private Warrants, which will expire worthless if Concord III does not consummate an initial business combination by November 8, 2024. If the Business Combination is consummated, CA2 may earn a positive rate of return on its investment in Concord III. In addition, CA2 issued a Sponsor Loan to Concord III in the principal amount of $836,364. Such Sponsor Loan may be repaid or converted into Sponsor Loan Warrants at a conversion price of $1.00 per warrant, at CA2's discretion. Pursuant to the Sponsor Support Agreement, CA2 agreed to forgive all amounts outstanding under such Sponsor Loan at the Closing. Therefore, no Sponsor Loan Warrants will be issued in connection with the Closing.

Potential Actions to Secure Requisite Stockholder Approvals

At any time prior to the special meeting, during a period when they are not then aware of any material nonpublic information regarding Concord III or its securities, Concord III, Concord III’s officers, directors and advisors, the Sponsor, GCT and/or their respective affiliates may purchase Public Shares and/or Public Warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Concord III Common Stock. In such transactions, the purchase

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price for the Concord III Common Stock is not expected to exceed the redemption price. In addition, the persons and entities described above will waive redemption rights, if any, with respect to the Concord III Common Stock they acquire in such transactions. However, any Concord III Common Stock acquired by the persons or entities described above would not vote on the Business Combination Proposal.

The purpose of such share purchases and other transactions would be to increase the likelihood that the conditions to the consummation of the Business Combination are satisfied. This may result in the completion of our Business Combination which may not otherwise have been possible.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. If such arrangements or agreements are entered into, Concord III will file with the SEC a Current Report on Form 8-K prior to the special meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons or entities. Any such report will include: (i) the amount of Public Shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of Public Shares for which Concord III has received redemption requests.

Accounting Treatment of the Business Combination

The Business Combination is expected to be accounted for as a reverse recapitalization in accordance with U.S. GAAP because GCT has been determined to be the accounting acquirer under all redemption scenarios presented. Under this method of accounting, Concord III, which is the legal acquirer, will be treated as the accounting acquiree for financial reporting purposes and GCT, which is the legal acquiree, will be treated as the accounting acquirer. Accordingly, the consolidated assets, liabilities and results of operations of GCT will become the historical financial statements of New GCT, and Concord III’s assets, liabilities and results of operations will be consolidated with GCT’s beginning on the Closing Date. For accounting purposes, the financial statements of New GCT will represent a continuation of the financial statements of GCT with the Merger being treated as the equivalent of GCT issuing stock for the net assets of Concord III, accompanied by a recapitalization. The net assets of Concord III will be stated at historical costs and no goodwill or other intangible assets will be recorded. Operations prior to the Business Combination will be presented as those of GCT in future reports of New GCT.

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THE BUSINESS COMBINATION AGREEMENT

The following is a summary of the material terms of the Business Combination Agreement. A copy of the Business Combination Agreement is attached as Annex A to this proxy statement/prospectus and is incorporated by reference into this proxy statement/prospectus. The Business Combination Agreement has been attached to this proxy statement/prospectus to provide you with information regarding its terms. It is not intended to provide any other factual information about Concord III, GCT or Merger Sub. The following description does not purport to be complete and is qualified in its entirety by reference to the Business Combination Agreement. You should refer to the full text of the Business Combination Agreement for details of the Business Combination and the terms and conditions of the Business Combination Agreement.

The Business Combination Agreement contains representations and warranties that Concord III and Merger Sub, on the one hand, and GCT, on the other hand, have made to one another as of specific dates. These representations and warranties have been made for the benefit of the other parties to the Business Combination Agreement and may be intended not as statements of fact but rather as a way of allocating the risk to one of the parties if those statements prove to be incorrect. In addition, the assertions embodied in the representations and warranties are qualified by information in confidential disclosure schedules exchanged by the parties in connection with signing the Business Combination Agreement. While Concord III and GCT do not believe that these disclosure schedules contain information required to be publicly disclosed under the applicable securities laws, other than information that has already been so disclosed, the disclosure schedules do contain information that modifies, qualifies and creates exceptions to the representations and warranties set forth in the attached Business Combination Agreement. Accordingly, you should not rely on the representations and warranties as current characterizations of factual information about Concord III or GCT, because they were made as of specific dates, may be intended merely as a risk allocation mechanism between Concord III, Merger Sub and GCT and are modified by the disclosure schedules.

General; Structure of the Business Combination

On November 2, 2023, Concord III entered into the Business Combination Agreement with GCT and Merger Sub. Pursuant to the Business Combination Agreement, the parties will consummate a business combination transaction pursuant to which Merger Sub will merge with and into GCT, with GCT surviving the merger as a wholly-owned subsidiary of Concord III. In connection with the Closing, it is expected that Concord III will change its name to GCT Semiconductor Holding, Inc.

The Aggregate Transaction Consideration will be equal to the quotient of (i) the Company Value divided by (ii) $10.00. Immediately prior to the Closing, all of the outstanding principal and accrued interest under the outstanding promissory notes issued by GCT that can be converted into shares of GCT Common Stock will be so converted in accordance with their terms. The “Company Value” means $350 million, minus the amount of indebtedness of GCT immediately prior to the Closing, plus the amount of GCT’s cash and cash equivalents immediately prior to the Closing, plus the aggregate exercise price of all “in-the-money” warrants of GCT outstanding immediately prior to the Closing.

At the Closing, each share of GCT Common Stock that is issued and outstanding immediately prior to the effective time of the Merger (other than Dissenting Shares, as defined in the Business Combination Agreement) will be cancelled and converted into the right to receive a number of shares of New GCT Common Stock equal to the Exchange Ratio.

At the Closing, each option and warrant to purchase GCT Common Stock, whether or not exercisable and whether or not vested, will automatically be converted into an option or warrant, as applicable, to purchase a number of shares of New GCT Common Stock in the manner set forth in the Business Combination Agreement.

At the Closing, each award of restricted stock units relating to a share of GCT Common Stock granted under GCT’s existing equity plans will automatically be converted into an award of restricted stock units covering the number of shares of New GCT Common Stock in the manner set forth in the Business Combination Agreement.

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Earnout

Following the Closing, New GCT will issue up to an aggregate of 20,000,000 additional shares of New GCT Common Stock to the stockholders of GCT as of immediately prior to the Closing and the Financing Investors if the VWAP of the shares of New GCT Common Stock equals or exceeds certain minimum share prices at any time during the period starting 60 days following the Closing and expiring on the fifth anniversary of the Closing, as follows:

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6,666,667 shares if the VWAP of the shares of New GCT Common Stock equals or exceeds $12.50 for any 20 trading days within a period of 30 consecutive trading days during the Earnout Period;

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6,666,666 shares if the VWAP of the shares of New GCT Common Stock equals or exceeds $15.00 for any 20 trading days within a period of 30 consecutive trading days during the Earnout Period; and

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6,666,667 shares if the VWAP of the shares of New GCT Common Stock equals or exceeds $17.50 for any 20 trading days within a period of 30 consecutive trading days during the Earnout Period.

Such shares will also become issuable under certain circumstances if a “change of control” of New GCT occurs prior to the applicable earnout expiration date and the price per share in the change of control equals or exceeds the applicable price target.

Representations and Warranties

The Business Combination Agreement contains customary representations and warranties of the parties, which will terminate and be of no further force and effect as of the Closing.

The representations and warranties made by GCT to Concord III and Merger Sub relate to a number of matters, including the following:

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organization and qualification; subsidiaries;

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certificate of incorporation and bylaws;

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capitalization;

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authority relative to the Business Combination Agreement;

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no conflict; required filings and consents;

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permits; compliance

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financial statements;

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absence of certain changes or events;

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absence of litigation;

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employee benefit plans;

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labor and employment matters;

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real property; title to assets;

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intellectual property;

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taxes;

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environmental matters;

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material contracts;

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insurance;

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GCT stockholder required approval; board approval; vote required;

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anti-corruption compliance; certain business practices;

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sanctions and export control compliance

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•

interested party transactions;

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Exchanges Act;

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Brokers;

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registration statement;

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stockholder support agreement;

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PIPE investment

The representations and warranties made by Concord III and Merger Sub to GCT relate to a number of matters, including the following:

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corporate organization;

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certificate of incorporation and bylaws;

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capitalization;

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authority relative to the Business Combination Agreement;

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no conflict; required filings and consents;

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compliance;

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SEC filings; financial statements; Sarbanes-Oxley

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absence of certain changes or events;

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absence of litigation;

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board approval; vote required;

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no prior operations of Merger Sub;

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brokers;

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Concord III trust fund;

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PIPE investment;

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employees;

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taxes;

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listing;

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Concord III’s and Merger Sub’s investigation and reliance;

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certain business practices;

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Investment Company Act;

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takeover statutes and charter provisions.

Covenants

The Business Combination Agreement contains customary covenants of the parties, including, among others, covenants providing for (i) certain limitations on the operation of the parties’ respective businesses prior to consummation of the Business Combination, (ii) the parties’ efforts to satisfy conditions to consummation of the Business Combination, including by obtaining necessary approvals from governmental agencies, (iii) prohibitions on the parties soliciting alternative transactions, (iv) the parties preparing and Concord III filing a registration statement on Form S-4 with the SEC and taking certain other actions to obtain the requisite approval of Concord III’s stockholders to vote in favor of certain matters (the “Company Stockholder Matters”), including the adoption and approval of the Business Combination Agreement and the Business Combination, at a special meeting to be called therefor (the “Company Stockholders’ Meeting”), (v) GCT using reasonable best efforts to prepare and deliver certain financial statements required to be

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included in the Form S-4 (the “Required Financials”), (vi) the parties’ efforts to obtain commitments from additional investors as to the Financings and to consummate the Financings and (vii) the protection of, and access to, confidential information of the parties.

Conditions to Closing

The consummation of the Business Combination is subject to customary closing conditions, including, among others: (i) approval by Concord III’s and GCT’s respective stockholders, (ii) no law, regulation, judgment, decree, executive order or award enjoining or prohibiting the consummation of the Business Combination, (iii) Concord III having at least $5,000,001 of net tangible assets upon the consummation of the Closing, (iv) the effectiveness of the Form S-4, (v) receipt of approval for listing on NYSE of the shares of New GCT Common Stock to be issued in connection with the Business Combination, (vi) no material adverse effect with respect to Concord III or GCT having occurred and continuing, (vii) the accuracy of the parties’ respective representations and warranties (subject to specified materiality thresholds) and the material performance of the parties’ respective covenants and other obligations and (viii) the PIPE Investors having invested at least $25,000,000 in the PIPE Financing.

Termination

The Business Combination Agreement may be terminated at any time prior to the effective time of the Merger: (i) by mutual written consent of Concord III and GCT; (ii) by either Concord III or GCT (a) if the effective time of the Merger has not occurred on or before September 30, 2024 (or such later date as Concord III’s deadline to consummate a business combination shall be extended to, if applicable) (the “Outside Date”), (b) if a governmental entity has enacted, issued, promulgated, enforced or entered any injunction, order, decree or ruling that is final and nonappealable and has the effect of making the consummation of the Business Combination, including the Merger, illegal or otherwise preventing or prohibiting consummation of the Business Combination, including the Merger, (c)(1) if, at Concord III Stockholders’ Meeting, approval of Concord III Stockholder Matters is not obtained by reason of failure to obtain the requisite vote for approval or (2) if GCT does not deliver approval of the Business Combination by the requisite holders of its capital stock within ten business days after the date of the Business Combination Agreement or (d) in the event of certain uncured breaches by the other party; or (iii) by Concord III, by written notice to GCT, if the Required Financials have not been delivered to Concord III by GCT within 45 days of the date of the Business Combination Agreement.

Transaction Expenses

GCT has agreed to, during the period between the date of the Business Combination Agreement and the Closing or the earlier termination of the Business Combination Agreement, pay for certain expenses incurred by GCT and Concord III in connection with the Business Combination that by their terms are to be paid prior to the Closing, including the SPAC Extension Expenses (as defined in the Business Combination Agreement), subject to certain limits set forth in the Business Combination Agreement.

The Company has agreed to use its reasonable best efforts to ensure that (i) Concord III’s transaction expenses (excluding SPAC Extension Expenses, as defined in the Business Combination Agreement) that remain unpaid as of the Closing do not exceed $16,000,000 and (ii) the creditors of such unpaid transaction expenses of Concord III enter into novation, waiver or similar agreements with Concord III and/or the Sponsor, as applicable, so that Concord III’s unpaid transaction expenses at the Closing do not exceed $16,000,000.

If the Closing occurs, New GCT will pay for (i) all of GCT’s then unpaid transaction expenses, (ii) up to $16,000,000 of Concord III’s then unpaid transaction expenses (excluding SPAC Extension Expenses, as defined in the Business Combination Agreement) and (iii) the then unpaid SPAC Extension Expenses (as defined in the Business Combination Agreement), subject to certain limits set forth in the Business Combination Agreement.

If the Closing does not occur, all expenses incurred by the parties in connection with the Business Combination will be paid by the party that incurred such expenses; provided that if the Business Combination Agreement is terminated (i) for any reason if the Closing does not occur by the Outside Date, GCT will

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pay for 50% of Concord III’s then unpaid transaction expenses, limited to $2,000,000 and (ii) as a result of a Terminating Company Breach (as defined in the Business Combination Agreement), Concord III will pay for all of Concord III’s then unpaid transaction expenses, limited to $5,000,000.

Vote Required for Approval

The Business Combination Proposal (and consequently, the Business Combination Agreement and the transactions contemplated thereby, including the Business Combination) will be approved and adopted if the holders of a majority of the shares of Concord III Common Stock represented in person or by proxy at the special meeting vote “FOR” the Business Combination Proposal.

Failure to vote by proxy or to vote in person at the special meeting and broker non-votes will have no effect on the vote. Abstentions will have the same effect as a vote “against” the Business Combination Proposal.

The Business Combination is conditioned upon the approval of the Business Combination Proposal, subject to the terms of the Business Combination Agreement. If the Business Combination Proposal is not approved, the other proposals (except the Adjournment Proposal, as described below) will not be presented to the stockholders for a vote.

Recommendation of the Board

CONCORD III’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE BUSINESS COMBINATION
PROPOSAL.

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CERTAIN AGREEMENTS RELATED TO THE BUSINESS COMBINATION

This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to or in connection with the transactions contemplated by the Business Combination Agreement, which are referred to as the “Related Agreements,” but does not purport to describe all of the terms thereof. The descriptions below are qualified by reference to the actual text of these agreements. You are encouraged to read the Related Agreements in their entirety.

Registration Rights Agreement

The Business Combination Agreement provides that, in connection with the Closing, New GCT, certain stockholders of GCT, the Sponsor and certain stockholders of Concord III will enter into the Registration Rights Agreement, pursuant to which New GCT will agree to register for resale certain shares of New GCT Common Stock and other equity securities that are held by the parties thereto from time to time.

Lock-Up Agreement

The Business Combination Agreement also provides that, in connection with the Closing, New GCT and certain stockholders of GCT, including its directors, officers, affiliates and holders of more than 5% of outstanding shares of GCT Common Stock as of the Closing, will enter into the Lock-Up Agreement, pursuant to which such stockholders will agree to not effect any sale or other transfer of New GCT Common Stock, subject to certain customary exceptions set forth in the Lock-Up Agreement, during the period commencing at the Closing and ending on the earlier of (i) one year following the Closing, (ii) such date as New GCT completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of New GCT’s stockholders having the right to exchange their shares of New GCT Common Stock for cash, securities or other property or (iii) the date on which the last sale price of New GCT Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share consolidations, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing.

PIPE Subscription Agreements; Convertible Note Financing

Concurrently with the execution of the Business Combination Agreement, the PIPE Investors entered into the PIPE Subscription Agreements pursuant to which the PIPE Investors have committed to purchase in a private placement an aggregate of 4,484,854 shares of New GCT Common Stock at a purchase price of $6.67 per share and an aggregate purchase price of approximately $29.9 million. The purchase of the PIPE Shares is conditioned upon, among other things, the consummation of the Business Combination and will be consummated immediately prior to or substantially concurrently with the Closing. The PIPE Shares to be issued pursuant to the PIPE Subscription Agreements have not been registered under the Securities Act, and will be issued in reliance on the availability of an exemption from such registration.

In addition, in connection with the execution of the Business Combination Agreement, GCT issued convertible promissory notes to the CVT Investors, pursuant to which GCT borrowed an aggregate principal amount of $18.3 million, which notes will convert into shares of New GCT Common Stock at a conversion price of $6.67 per share concurrently with the Closing. The purchase price of PIPE Shares and the conversion price of Note Financing Shares are substantially below the redemption price, which could have a negative impact on the value of the New GCT Common Stock after the Closing.

Furthermore, Concord III’s warrants include certain down-round provisions under which their exercise price may be reduced, if (a) Concord III issues additional shares of Concord III Class A Common Stock or securities convertible into or exercisable or exchangeable for shares of Concord III Class A Common Stock for capital raising purposes in connection with the closing of its initial business combination at the Newly Issued Price, (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial business combination on the date of the consummation of such initial business combination (net of redemptions), and (c) the Market Value is below $9.20 per share, the price per share (including in cash or by payment of warrants pursuant to a “cashless exercise,” to the extent permitted) at which shares of the Concord III Class A Common Stock may be purchased at the time a warrant is exercised will be adjusted (to the nearest cent) to be equal to 115%

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of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price. Those adjustment provisions may be triggered by the issuance of the PIPE Shares and/or the Note Financing Shares. However, since the Market Value will not be available until twenty (20) trading days after the trading day prior to the day on which Concord III consummates an initial business combination, we cannot confirm whether the issuance of the PIPE Shares and/or the Note Financing Shares will trigger the adjustment provisions discussed above until then. Any such adjustments, if triggered, or the potential for such adjustments could make it more difficult for us to raise capital, cause the market price of New GCT securities to decline significantly or cause a higher level of redemptions in connection with our Business Combination.

Significant differences exist between the securities issued at the time of the IPO compared to the Financings. Concord III Units were issued in the IPO, whereas the PIPE Shares will be issued immediately prior to or substantially concurrently with the Closing, and the CVT Convertible Note will convert into Note Financing Shares concurrently with the Closing. The purchase price of Concord III Units was $10.00 per unit, each consisting of one share of Concord III Class A Common Stock and one-half of one Public Warrant, whereas the purchase price of PIPE Shares and conversion price of Note Financing Shares are $6.67 per share. Concord III’s sponsors, directors, officers or their affiliates are not participating in the Financings.

Sponsor Support Agreement

Concurrently with the execution and delivery of the Business Combination Agreement, Concord III entered into the Sponsor Support Agreement with GCT, the Sponsor and CA2. Pursuant to the Sponsor Support Agreement, the Sponsor and CA2 have, among other things, agreed to vote all of their shares of Concord III’s common stock in favor of the approval of the Business Combination, including the Merger, not to redeem any of their shares of Concord III’s common stock and to waive their anti-dilution protections with respect to their Founder Shares.

In addition, the Sponsor and CA2 agreed that up to an aggregate of 1,920,375 Sponsor Earnout Shares will be unvested and subject to forfeiture as of the Closing and will only vest if, during the period starting 6 months following the Closing and expiring on the fifth anniversary of the Closing, with respect to one-third of the Sponsor Earnout Shares, the VWAP of New GCT Common Stock equals or exceeds $12.50, with respect to one-third of the Sponsor Earnout Shares, the VWAP of New GCT Common Stock equals or exceeds $15.00 and with respect to one-third of the Sponsor Earnout Shares, the VWAP of New GCT Common Stock equals or exceeds $17.50, in each case for any 20 trading days within a period of 30 consecutive trading days and as such share price targets may be adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like. Any Sponsor Earnout Shares that remain unvested after the fifth anniversary of the Closing will be forfeited. The number of Sponsor Earnout Shares is determined based on the aggregate amount of (i) funds remaining in Concord III’s trust account at the Closing, after giving effect to the exercise of redemption rights, (ii) any proceeds of the PIPE Financing that is not provided by existing stockholders of GCT or investors introduced by existing stockholders of GCT or by GCT or its affiliates and (iii) net proceeds available to New GCT as of the Closing pursuant to any debt financing. If the aggregate of such amounts is equal to or greater than $40 million, then 1,920,375 shares of New GCT Common Stock to be held by the Sponsor and CA2 at the Closing will be Sponsor Earnout Shares. Any portion of the 1,920,375 shares of New GCT Common Stock to be held by the Sponsor and CA2 at the Closing that are not Sponsor Earnout Shares (the “Sponsor Unretained Earnout Shares”) will be allocated by GCT as described below.

The Sponsor and CA2 further agreed that (i) 1,399,107 shares of New GCT Common Stock to be held by them at the Closing, (ii) any Sponsor Unretained Earnout Shares and (iii) up to an aggregate of 2,820,000 of Concord III’s Private Placement Warrants to be held by them at Closing (the “Incentive Warrants”), will be allocated by GCT to GCT’s existing stockholders and investors in the Financings, and transferred to such stockholders and investors at the Closing (without any vesting conditions). The number of Incentive Warrants is determined based on the aggregate amount of proceeds raised on or prior to the Closing pursuant to any (i) PIPE Financing in excess of $25,000,000 and (ii) Note Financing, in each case, that is provided by existing stockholders of GCT or investors introduced by existing stockholders of GCT or by GCT or its

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affiliates. If the aggregate of such amounts is equal to or greater than $25 million, then 2,820,000 Private Warrants to be held by Sponsor and CA2 at Closing will be deemed Incentive Warrants.

The Sponsor and CA2 also agreed (i) to forfeit up to an additional 2,820,000 Private Warrants held by them, to the extent not allocated prior to the Closing to prospective investors in the Financings or to holders of shares of Concord III’s Class A Common Stock who agree not to redeem their shares in connection with any extension of Concord III’s deadline to consummate an initial business combination, and (ii) to forgive all amounts outstanding under the Sponsor Loans in the aggregate amount of $6.9 million made by them to Concord III in connection with Concord III’s initial public offering.

Stockholder Support Agreement

In connection with the execution of the Business Combination Agreement, Concord III entered into the Stockholder Support Agreement with certain stockholders of GCT pursuant to which such stockholders have, among other things, agreed to (i) provide their written consent to adopt and approve the Business Combination Agreement and all other documents and transactions contemplated thereby within 10 business days as of the date of the Business Combination Agreement and (ii) subject their shares of GCT Common Stock to certain transfer restrictions.

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MATERIAL U.S. FEDERAL INCOME TAX CONSIDERATIONS OF
THE REDEMPTION RIGHTS AND THE BUSINESS COMBINATION

The following is a discussion of the material U.S. federal income tax consequences for (i) holders of Concord III Class A Common Stock that elect to have their Concord III Class A Common Stock converted into cash if the Business Combination is completed and (ii) holders of GCT capital stock who exchange their GCT capital stock for Concord III Class A Common Stock in the Business Combination. This discussion applies only to shares of Concord III Class A Common Stock or GCT capital stock, as the case may be, held as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment).

This discussion does not address all U.S. federal income tax consequences that may be relevant to your particular circumstances, including the impact of the Medicare contribution tax on net investment income. In addition, it does not address consequences relevant to holders subject to special rules, including, without limitation:

•

the Sponsor or its members, PIPE Subscribers, or any holders of Founder Shares;

•

U.S. expatriates and former citizens or long-term residents of the United States;

•

persons subject to the alternative minimum tax;

•

persons holding Concord III Class A Common Stock or GCT capital stock as part of a hedge, straddle or other risk reduction strategy or as part of a conversion transaction or other integrated transaction;

•

banks, insurance companies and other financial institutions;

•

brokers, dealers or traders in securities;

•

“controlled foreign corporations,” “passive foreign investment companies” and corporations that accumulate earnings to avoid U.S. federal income tax;

•

partnerships or other entities or arrangements treated as partnerships for U.S. federal income tax purposes (and investors therein);

•

tax-exempt organizations or governmental organizations;

•

persons subject to special tax accounting rules as a result of any item of gross income with respect to Concord III Class A Common Stock or GCT capital stock being taken into account in an applicable financial statement;

•

persons who received Concord III Class A Common Stock or GCT capital stock as compensation for services;

•

U.S. holders (as defined below) whose functional currency is not the U.S. dollar;

•

regulated investment companies or real estate investment trusts;

•

tax-qualified retirement plans; and

•

“qualified foreign pension funds” as defined in Section 897(l)(2) of the Code and entities all of the interests of which are held by qualified foreign pension funds.

If you are a partnership (or other pass-through entity) for U.S. federal income tax purposes, the tax treatment of your partners (or other owners) will generally depend on the status of the partners, the activities of the partnership and certain determinations made at the partner level. Accordingly, partnerships (or other pass-through entities) and the partners (or other owners) in such partnerships (or such other pass-through entities) should consult their own tax advisors regarding the U.S. federal income tax consequences to them relating to the matters discussed below.

This discussion is based on the Code, Treasury regulations promulgated thereunder, judicial decisions and published rulings and administrative pronouncements of the Internal Revenue Service (the “IRS”), in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect holders to which this section applies and could affect the accuracy of the statements herein. Concord III

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has not sought and will not seek any rulings from the IRS regarding the matters discussed below. There can be no assurance that the IRS or a court will not take a contrary position to that regarding tax consequences discussed below.

For purposes of this discussion, a “U.S. holder” is a beneficial owner of shares of Concord III Class A Common Stock or GCT capital stock, as the case may be, who or that is, for U.S. federal income tax purposes:

•

an individual who is a citizen or resident of the United States,

•

a corporation (or other entity taxable as a corporation for U.S. federal income tax purposes) organized in or under the laws of the United States, any state thereof or the District of Columbia,

•

an estate, the income of which is subject to U.S. federal income tax regardless of its source, or

•

an entity treated as a trust that (1) is subject to the primary supervision of a U.S. court and the control of one or more “United States persons” ​(within the meaning of Section 7701(a)(30) of the Code) or (2) was in existence on August 20, 1996 and has a valid election in effect to be treated as a United States person for U.S. federal income tax purposes.

Also, for purposes of this discussion, a “Non-U.S. holder” is any beneficial owner of Concord III Class A Common Stock or GCT capital stock, as the case may be, who or that is neither a U.S. holder nor an entity classified as a partnership for U.S. federal income tax purposes.

INVESTORS SHOULD CONSULT THEIR TAX ADVISORS WITH RESPECT TO THE
APPLICATION OF THE U.S. FEDERAL INCOME TAX LAWS TO THEIR PARTICULAR
SITUATIONS AS WELL AS ANY TAX CONSEQUENCES ARISING UNDER THE U.S. FEDERAL
ESTATE OR GIFT TAX LAWS OR UNDER THE LAWS OF ANY STATE, LOCAL OR NON-U.S.
TAXING JURISDICTION OR UNDER ANY APPLICABLE INCOME TAX TREATY.

U.S. Federal Income Tax Considerations of the Conversion to the Holders of Concord III Class A Common Stock

Subject to the qualifications, assumptions and limitations described herein and in the opinion attached as Exhibit 8.1, the statements of law and legal conclusions set forth below represent the opinion of Greenberg Traurig, LLP.

The discussion below applies to you if you exercise the redemption rights described above under “The Special Meeting of Concord III Stockholders — Redemption Rights.” Holders of Concord III Class A Common Stock who do not exercise their redemption rights will not be selling, exchanging, or otherwise transferring their Concord III Class A Common Stock as described in this section and will therefore not be subject to any material U.S. federal income tax consequences as a result of the Business Combination.

U.S. Holders

Treatment of Conversion

In the event that a U.S. holder’s Concord III Class A Common Stock is converted pursuant to the conversion provisions described in the section entitled “The Special Meeting of Concord III Stockholders —  Redemption Rights,” the treatment of the transaction for U.S. federal income tax purposes will depend on whether the conversion qualifies as a sale of the Concord III Class A Common Stock under Section 302 of the Code. If the conversion qualifies as a sale of the Concord III Class A Common Stock, the U.S. holder will be treated as described under “— U.S. Holders — Taxation of Conversion Treated as a Sale of Concord III Class A Common Stock” below. If the conversion does not qualify as a sale of the Concord III Class A Common Stock, the U.S. holder will be treated as receiving a corporate distribution with the tax consequences described below under “— U.S. Holders — Taxation of Conversion Treated as a Distribution.”

Whether a conversion qualifies for sale treatment will depend largely on whether the U.S. holder owns any of Concord III’s stock following the conversion (including any stock treated as constructively owned by the U.S. holder as a result of owning warrants or by attribution from certain related individuals and entities), and if so, the total number of shares of Concord III Common Stock held by the U.S. holder both

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before and after the conversion (including any stock constructively treated as owned by the U.S. holder as a result of owning warrants or by attribution from certain related individuals and entities) relative to all of shares of Concord III Common Stock outstanding both before and after the conversion. The conversion of Concord III Class A Common Stock generally will be treated as a sale of the Concord III Class A Common Stock (rather than as a corporate distribution) if the conversion (i) is “substantially disproportionate” with respect to the U.S. holder, (ii) results in a “complete termination” of the U.S. holder’s interest in Concord III or (iii) is “not essentially equivalent to a dividend” with respect to the U.S. holder. These tests are explained more fully below.

In determining whether any of the foregoing tests are satisfied, a U.S. holder takes into account not only stock actually owned by the U.S. holder, but also shares of Concord III Common Stock that are constructively owned by it. A U.S. holder may constructively own, in addition to stock owned directly, stock owned by certain related individuals and entities in which the U.S. holder has an interest or that have an interest in such U.S. holder, as well as any stock that the U.S. holder has a right to acquire by exercise of an option, which would generally include Concord III Common Stock that could be acquired pursuant to the exercise of the warrants. Moreover, any Concord III Common Stock that a U.S. holder directly or constructively acquires pursuant to the Business Combination generally should be included in determining the U.S. federal income tax treatment of the conversion.

In order to meet the substantially disproportionate test, the percentage of Concord III’s outstanding voting stock actually and constructively owned by the U.S. holder immediately following the conversion of Concord III Class A Common Stock must, among other requirements, be less than 80% of the percentage of Concord III’s outstanding voting stock actually and constructively owned by such U.S. holder immediately before the conversion (taking into account both conversions by other holders of Concord III Common Stock and the shares of Concord III Common Stock to be issued pursuant to the Business Combination). There will be a complete termination of a U.S. holder’s interest if either (i) all of the shares of Concord III’s capital stock actually and constructively owned by the U.S. holder are converted or (ii) all of the shares of Concord III’s capital stock actually owned by the U.S. holder are converted, the U.S. holder is eligible to waive, and effectively waives in accordance with specific rules, the attribution of stock owned by certain family members and the U.S. holder does not constructively own any other stock. The conversion of Concord III Class A Common Stock will not be essentially equivalent to a dividend if a U.S. holder’s conversion results in a “meaningful reduction” of the U.S. holder’s proportionate interest in Concord III. Whether the conversion will result in a meaningful reduction in a U.S. holder’s proportionate interest in Concord III will depend on the particular facts and circumstances. However, the IRS has indicated in a published ruling that even a small reduction in the proportionate interest of a small minority stockholder in a publicly held corporation who exercises no control over corporate affairs may constitute such a “meaningful reduction.” A U.S. holder should consult with its own tax advisors as to the tax consequences of a conversion.

If none of the foregoing tests is satisfied, then the conversion will be treated as a corporate distribution, and the tax effects will be as described under “— U.S. Holders — Taxation of Conversion Treated as a Distribution” below. After the application of those rules, any remaining tax basis of the U.S. holder in the converted Concord III Common Stock will be added to the U.S. holder’s adjusted tax basis in its remaining stock, or, if it has none, to the U.S. holder’s adjusted tax basis in its warrants or possibly in other stock constructively owned by it.

Taxation of Conversion Treated as a Sale of Concord III Class A Common Stock

If the conversion qualifies as a sale of Concord III Class A Common Stock, a U.S. holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized in the conversion and the U.S. holder’s adjusted tax basis in its disposed of Concord III Class A Common Stock. The amount realized is the sum of the amount of cash and the fair market value of any property received and a U.S. holder’s adjusted tax basis in its Concord III Class A Common Stock generally will equal the U.S. holder’s acquisition cost less any prior distributions paid to such U.S. holder that were treated as a return of capital for U.S. federal income tax purposes.

Any such capital gain or loss generally will be long-term capital gain or loss if the U.S. holder’s holding period for the Concord III Common Stock so disposed of exceeds one year. It is unclear, however, whether the redemption rights with respect to the Concord III Class A Common Stock may suspend the running of the

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applicable holding period for this purpose. Long-term capital gains recognized by non-corporate U.S. holders will be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.

Taxation of Conversion Treated as a Distribution

If the conversion does not qualify as a sale of Concord III Class A Common Stock, a U.S. holder will generally be treated as receiving a distribution. Such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles.

Distributions in excess of our current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce (but not below zero) the U.S. holder’s adjusted tax basis in Concord III Common Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the Concord III Common Stock as described under “— U.S. Holders — Taxation of Conversion Treated as a Sale of Concord III Common Stock” above.

Dividends (including constructive dividends paid pursuant to a conversion of Concord III Class A Common Stock) Concord III pays to a U.S. holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied. With certain exceptions (including, but not limited to, dividends (including constructive dividends paid pursuant to a conversion of Concord III Class A Common Stock) treated as investment income for purposes of investment interest deduction limitations), and provided that certain holding period requirements are met, dividends Concord III pays to a non-corporate U.S. holder generally will constitute “qualified dividends” that will be subject to tax at the maximum tax rate accorded to long-term capital gains. It is unclear whether the redemption rights with respect to the Concord III Class A Common Stock described in this proxy statement/prospectus may prevent a U.S. holder from satisfying the applicable holding period requirements with respect to the dividends received deduction or the preferential tax rate on qualified dividend income, as the case may be.

Information Reporting and Backup Withholding

In general, information reporting requirements will generally apply to dividends (including constructive dividends paid pursuant to a conversion of Concord III Common Stock) paid to a U.S. holder and to the proceeds of the sale or other disposition of shares of Concord III Common Stock, unless the U.S. holder is an exempt recipient. Backup withholding may apply to such payments if the U.S. holder fails to provide a taxpayer identification number, a certification of exempt status or has been notified by the IRS that it is subject to backup withholding (and such notification has not been withdrawn).

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a U.S. holder’s federal income tax liability provided that the required information is timely furnished to the IRS.

Non-U.S. Holders

Treatment of Conversion

The characterization for U.S. federal income tax purposes of the conversion of a Non-U.S. holder’s Concord III Class A Common Stock pursuant to the conversion provisions described in the section entitled “The Special Meeting of Concord III Stockholders — Redemption Rights” generally will correspond to the U.S. federal income tax characterization of such a conversion of a U.S. holder’s Concord III Class A Common Stock, as described under “U.S. Holders — Treatment of Conversion” above, and the consequences of the conversion to the Non-U.S. holder will be as described below under “Taxation of Conversion Treated as a Sale of Concord III Class A Common Stock” and “Taxation of Conversion Treated as a Distribution,” as applicable.

Because it may not be certain at the time a Non-U.S. holder’s stock is converted whether such conversion will be treated as a sale of Concord III Class A Common Stock or a distribution constituting a dividend, and because such determination will depend in part on a Non-U.S. holder’s particular circumstances, Concord III or the applicable withholding agent may not be able to determine whether (or to what extent) a Non-U.S. holder is treated as receiving a divided for U.S. federal income tax purposes. Therefore,

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Concord III or the applicable withholding agent may withhold tax at a rate of 30% (or such lower rate as may be specified by an applicable income tax treaty) on the gross amount of any consideration paid to a Non-U.S. holder upon conversion of such Non-U.S. holder’s Concord III Class A Common Stock, unless (i) Concord III or the applicable withholding agent has established special procedures allowing Non-U.S. holders to certify that they are exempt from such withholding tax and (ii) such Non-U.S. holders certify that they meet the requirements of such exemption (e.g., because such Non-U.S. holders are not treated as receiving a dividend under the tests in Section 302 of the Code described above under “— U.S. Holders  —  Treatment of Conversion”). However, there can be no assurance that Concord III or any applicable withholding agent will establish such special certification procedures. If Concord III or an applicable withholding agent withholds excess amounts from the amount payable to a Non-U.S. holder, such Non-U.S. holder generally may obtain a refund of any such excess amounts by timely filing an appropriate claim for refund with the IRS. Non-U.S. holders should consult their tax advisors regarding the application of the foregoing rules in light of their particular facts and circumstances and any applicable procedures or certification requirements.

Taxation of Conversion Treated as a Sale of Concord III Class A Common Stock

A Non-U.S. holder will not be subject to U.S. federal income tax on any gain realized on a conversion treated as a sale of Concord III Class A Common Stock unless:

•

the gain is effectively connected with the Non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. holder maintains a permanent establishment in the United States to which such gain is attributable);

•

the Non-U.S. holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the conversion and certain other requirements are met; or

•

we are or have been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S. holder held Concord III Class A Common Stock.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

Gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the Non-U.S. holder (even though the individual is not considered a resident of the United States) provided that the Non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

If the third bullet point above applies to a Non-U.S. holder, gain recognized by such holder on the sale, exchange or other disposition of shares of Concord III Class A Common Stock will be subject to tax at generally applicable U.S. federal income tax rates. In addition, a buyer of Concord III Class A Common Stock (Concord III would be treated as a buyer with respect to a conversion of Concord III Common Stock) may be required to withhold U.S. federal income tax at a rate of 15% of the amount realized upon such disposition. Concord III believes that it is not, and has not been at any time since its formation, a United States real property holding corporation.

Taxation of Conversion Treated as a Distribution

If the conversion does not qualify as a sale of Concord III Class A Common Stock, a Non-U.S. holder will generally be treated as receiving a distribution. Such distributions generally will constitute dividends for U.S. federal income tax purposes to the extent paid from Concord III’s current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions in excess of Concord III’s current and accumulated earnings and profits, will constitute a return of capital that will be applied against and reduce (but not below zero) the Non-U.S. holder’s adjusted tax basis in Concord III Common Stock. Any remaining excess will be treated as gain realized on the sale or other disposition of the Concord III

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Class A Common Stock and will be treated as described under “Taxation of Conversion Treated as a Sale of Concord III Class A Common Stock” above. In general, with respect to any distributions that constitute dividends for U.S. federal income tax purposes and are not effectively connected with the Non-U.S. holder’s conduct of a trade or business within the United States, we will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. holder is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility for such reduced rate (on an IRS Form W-8BEN or W-8BEN-E or other applicable documentation).

If dividends paid to a Non-U.S. holder are effectively connected with the Non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. holder maintains a permanent establishment in the United States to which such dividends are attributable), the Non-U.S. holder will be exempt from the 30% U.S. federal withholding tax described above if such Non-U.S. holder furnishes to the applicable withholding agent a valid IRS Form W-8ECI, certifying that the dividends are effectively connected with the Non-U.S. holder’s conduct of a trade or business within the United States.

Any such effectively connected dividends will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected dividends, as adjusted for certain items. Non-U.S. holders should consult their tax advisors regarding any applicable tax treaties that may provide for different rules.

Information Reporting and Backup Withholding

Payments of dividends (including constructive dividends received pursuant to a conversion of Concord III Class A Common Stock) on Concord III Class A Common Stock will not be subject to backup withholding, provided that the applicable withholding agent does not have actual knowledge or reason to know the holder is a United States person and the holder either certifies its non-U.S. status, such as by furnishing a valid IRS Form W-8BEN, W-8BEN-E or W-8ECI, or otherwise establishes an exemption. However, information returns are required to be filed with the IRS in connection with any payments of dividends on Concord III Class A Common Stock paid to the Non-U.S. holder, regardless of whether any tax was actually withheld. In addition, proceeds of the sale or other taxable disposition of Concord III Class A Common Stock within the United States or conducted through certain U.S.-related brokers generally will not be subject to backup withholding or information reporting, if the applicable withholding agent receives the certification described above and does not have actual knowledge or reason to know that such holder is a United States person, or the holder otherwise establishes an exemption. Proceeds of a disposition of Concord III Class A Common Stock conducted through a non-U.S. office of a non-U.S. broker generally will not be subject to backup withholding or information reporting.

Copies of information returns that are filed with the IRS may also be made available under the provisions of an applicable treaty or agreement to the tax authorities of the country in which the Non-U.S. holder resides or is established.

Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against a Non-U.S. holder’s U.S. federal income tax liability, provided that the required information is timely furnished to the IRS.

FATCA

Sections 1471 to 1474 of the Code (such sections commonly referred to as “FATCA”) impose withholding of 30% on payments of dividends (including constructive dividends received pursuant to a conversion of stock) on Concord III Class A Common Stock to stockholders that fail to meet prescribed information reporting or certification requirements. In general, no such withholding will be required with respect to a U.S. holder or an individual Non-U.S. holder that timely provides the certifications required on a valid IRS Form W-9 or W-8BEN, respectively. Holders potentially subject to withholding include “foreign financial institutions” ​(which is broadly defined for this purpose and in general includes investment vehicles) and “non-financial foreign entities” unless various U.S. information reporting and due diligence requirements (generally relating to ownership by U.S. persons of interest in or accounts with those entities)

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have been satisfied, or an exemption applies (typically certified as to by the delivery of a properly completed IRS Form W-8BEN-E). If FATCA withholding is imposed, a beneficial owner that is not a foreign financial institution or a non-financial foreign entity generally will be entitled to a refund of any amounts withheld by filing a U.S. federal income tax return (which may entail significant administrative burden). Foreign financial institutions and non-financial foreign entities located in jurisdictions that have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Non-U.S. holders should consult their tax advisers regarding the effects of FATCA on a conversion of Concord III Class A Common Stock.

U.S. Federal Income Tax Considerations of the Business Combination for GCT Stockholders

The following is a discussion of the material U.S. federal income tax consequences for holders who exchange their GCT capital stock for Concord III Common Stock in the Business Combination. This discussion applies only to shares of GCT capital stock held as a capital asset within the meaning of Section 1221 of the Code (generally, property held for investment).

The following does not purport to be a complete analysis of all potential tax effects for holders of GCT capital stock stemming from the completion of the Business Combination. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based on the Code, Treasury regulations promulgated thereunder, judicial decisions and published rulings and administrative pronouncements of the IRS, in each case in effect as of the date hereof. These authorities may change or be subject to differing interpretations. Any such change or differing interpretation may be applied retroactively in a manner that could adversely affect holders to which this section applies and could affect the accuracy of the statements herein. Neither Concord III nor GCT has sought and neither of them will seek any rulings from the IRS regarding the matters discussed below. There can be no assurance that the IRS or a court will not take a contrary position to that regarding tax consequences discussed below.

Characterization of the Business Combination

Each of Concord III and GCT intends and expects the Business Combination to qualify for U.S. federal income tax purposes as a “reorganization” within the meaning of Section 368(a) of the Code. In the Business Combination Agreement, each of Concord III, Merger Sub and GCT agrees to use its commercially reasonable efforts to cause the Business Combination to qualify, and agrees not to take, and not to permit or cause any of its affiliates or subsidiaries to take any action which to its knowledge could reasonably be expected to prevent or impede the Business Combination from qualifying, as a reorganization within the meaning of Section 368(a) of the Code.

The obligations of Concord III and GCT to complete the Business Combination are not conditioned on the receipt of an opinion of counsel to the effect that the Business Combination will qualify as a “reorganization” within the meaning of Section 368(a) of the Code for U.S. federal income tax purposes, and the Business Combination will occur even if it does not so qualify.

U.S. Federal Income Tax Consequences for U.S. Holders

Assuming the Business Combination is treated as a reorganization within the meaning of Section 368(a) of the Code, the U.S. federal income tax consequences to U.S. holders of GCT capital stock will be as follows:

•

a U.S. holder will not recognize gain or loss upon the exchange of GCT stock for Concord III Common Stock pursuant to the Business Combination;

•

a U.S. holder’s aggregate tax basis for the shares of Concord III Common Stock received in the Business Combination will equal the U.S. holder’s aggregate tax basis in the shares of GCT stock surrendered in the Business Combination; and

•

the holding period of the shares of Concord III Common Stock received by a U.S. holder in the Business Combination will include the holding period of the shares of GCT stock surrendered in exchange therefor.

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For purposes of the above discussion regarding the determination of the bases and holding periods for shares of Concord III Common Stock received in the Business Combination, U.S. holders who acquired different blocks of GCT stock at different times for different prices must calculate their bases and holding periods in their shares of GCT stock separately for each identifiable block of such stock exchanged in the Business Combination.

As provided in Treasury Regulations Section 1.368-3(d), each U.S. holder who receives shares of Concord III Common Stock in the Business Combination is required to retain permanent records pertaining to the Business Combination, and make such records available to any authorized IRS officers and employees. Such records should specifically include information regarding the amount, basis, and fair market value of all transferred property, and relevant facts regarding any liabilities assumed or extinguished as part of such reorganization. Additionally, U.S. holders who owned immediately before completion of the Business Combination at least 1% (by vote or value) of the total outstanding stock of GCT, or GCT “securities” ​(as specially defined for U.S. federal income tax purposes) the aggregate federal income tax basis of which was at least $1 million, are required to attach a statement to their tax returns for the year in which the Business Combination is completed that contains the information listed in Treasury Regulations Section 1.368-3(b). Such statement must include the U.S. holder’s tax basis in and fair market value of such U.S. holder’s shares of GCT stock, and any such “securities” surrendered in the Business Combination, the date of completion of the Business Combination and the name and employer identification number of each of GCT and Concord III.

If the Business Combination fails to qualify as a reorganization within the meaning of Section 368(a) of the Code and is a taxable transaction, then a U.S. holder would recognize gain or loss upon the exchange of the holder’s shares of GCT capital stock for shares of Concord III Common Stock equal to the difference between the fair market value, at the time of the exchange, of the Concord III Common Stock received in the Business Combination and such U.S. holder’s tax basis in the shares of GCT stock surrendered in the Business Combination. Such gain or loss would be long-term capital gain or loss if the GCT stock was held for more than one year at the time of the Business Combination. In addition, the U.S. holder’s aggregate tax basis in the shares of Concord III Common Stock received in the Business Combination would equal their fair market value at the time of the closing of the Business Combination, and the U.S. holder’s holding period of such shares of Concord III Common Stock would commence the day after the closing of the Business Combination.

Non-U.S. Holders

The U.S. federal income tax consequences of the Business Combination for Non-U.S. holders of GCT capital stock will generally be the same as for U.S. holders except as noted below.

Non-U.S. holders will not be subject to U.S. federal income tax on any gain recognized as a result of the Business Combination (i.e., if the Business Combination does not qualify as a reorganization under Section 368(a) of the Code and is a taxable transaction) unless:

•

the gain is effectively connected with the Non-U.S. holder’s conduct of a trade or business within the United States (and, if required by an applicable income tax treaty, the Non-U.S. holder maintains a permanent establishment in the United States to which such gain is attributable);

•

the Non-U.S. holder is a nonresident alien individual present in the United States for 183 days or more during the taxable year of the Business Combination and certain other requirements are met; or

•

GCT is or has been a “United States real property holding corporation” for U.S. federal income tax purposes at any time during the shorter of the five-year period ending on the date of the Business Combination or the period that the Non-U.S. holder held GCT capital stock.

Gain described in the first bullet point above generally will be subject to U.S. federal income tax on a net income basis at the regular graduated rates. A Non-U.S. holder that is a corporation also may be subject to a branch profits tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty) on such effectively connected gain, as adjusted for certain items.

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Gain described in the second bullet point above will be subject to U.S. federal income tax at a rate of 30% (or such lower rate specified by an applicable income tax treaty), which may be offset by U.S. source capital losses of the Non-U.S. holder (even though the individual is not considered a resident of the United States) provided that the Non-U.S. holder has timely filed U.S. federal income tax returns with respect to such losses.

If the third bullet point above applied to a Non-U.S. holder, any gain recognized by such holder with respect to such holder’s GCT capital stock as a result of the Business Combination would be subject to tax at generally applicable U.S. federal income tax rates and a U.S. federal withholding tax could apply. However, GCT believes that it is not, and has not been at any time since its formation, a United States real property holding corporation and neither GCT nor Concord III expects to be a United States real property holding corporation immediately after the Business Combination is completed.

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PROPOSAL NO. 2 — THE CHARTER AMENDMENT PROPOSAL

Overview

If the Business Combination is consummated, Concord III will replace its current amended and restated certificate of incorporation (the “Existing Certificate of Incorporation”) with the proposed second amended and restated certificate of incorporation (the “Proposed Certificate of Incorporation”) in the form attached to this proxy statement/prospectus as Annex B, which, in the judgment of Concord III’s board of directors, is necessary to adequately address the needs of New GCT. Assuming the Business Combination Proposal is approved, you are also being asked to approve and adopt the Proposed Certificate of Incorporation in the form attached to this proxy statement/prospectus as Annex B.

The following is a summary of the material differences between the Existing Certificate of Incorporation and the Proposed Certificate of Incorporation, each of which would be effected by the filing of the Proposed Certificate of Incorporation: (i) to change the name of Concord III to “GCT Semiconductor Holding, Inc.” from the current name of “Concord Acquisition Corp III” and remove certain provisions related to Concord III’s status as a special purpose acquisition company that will no longer be relevant following the Closing; (ii) to increase the number of shares of (a) common stock Concord III is authorized to issue from 220,000,000 shares to 400,000,000 shares and (b) preferred stock Concord III is authorized to issue from 20,000,000 shares to 40,000,000 shares; (iii) to require the vote of at least two-thirds of the voting power of the outstanding shares of capital stock, rather than a simple majority, to remove a director from office; (iv) to require that special meetings of stockholders may only be called by or at the direction of the board of directors pursuant to a resolution adopted by a majority of the total number of directors, subject to any special rights of the holders of preferred stock; and (v) to modify the forum selection provision to designate the U.S. federal district courts as the exclusive forum for claims arising under the Securities Act rather than providing for concurrent jurisdiction in the Court of Chancery and the federal district court for the District of Delaware for claims arising under the Securities Act.

The Charter Amendment Proposal is conditioned upon the approval of the Business Combination Proposal and Closing of the Business Combination. If the Business Combination Proposal is not approved, the Charter Amendment Proposal will have no effect even if approved by our stockholders. Approval of the Charter Amendment Proposal is a condition to the Closing of the Business Combination. If the Charter Amendment Proposal is not approved, the Business Combination will not occur.

The tables below set forth a summary of the material differences between the Existing Certificate of Incorporation and the Proposed Certificate of Incorporation, as well as Concord III’s board of directors’ reasons for proposing the changes. These summaries are qualified by reference to the complete text of the Proposed Certificate of Incorporation. Each of these proposed changes were negotiated as part of the Business Combination. The Proposed Certificate of Incorporation, as will be in effect assuming approval of the Charter Amendment Proposal, upon the Closing of the Business Combination and filing with the Secretary of State of the State of Delaware, is attached to this proxy statement/prospectus as Annex B. All stockholders are encouraged to read the proposed certificate in its entirety for a more complete description of its terms.

Change of Name and Removal of Special Purpose Acquisition Company Provisions

The Proposed Certificate of Incorporation would adopt the name “GCT Semiconductor Holding, Inc.” and remove certain provisions related to Concord III’s status as a special purpose acquisition company that will no longer be relevant following the Closing.

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​	Existing Certificate of Incorporation	Proposed Certificate of Incorporation	Reason for the Proposed Change
Name	Concord Acquisition Corp III	GCT Semiconductor Holding, Inc.	The change in name will reflect the identity of New GCT’s business following the consummation of the Business Combination.
Purpose	The purpose of Concord III is to engage in any lawful act or activity for which corporations may be organized under the DGCL. In addition to the powers and privileges conferred upon Concord III by law and those incidental thereto, Concord III shall possess and may exercise all the powers and privileges that are necessary or convenient to the conduct, promotion or attainment of the business or purposes of Concord III, including, but not limited to, effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination, involving Concord III and one or more businesses.	The purpose of New GCT is to engage in any lawful act or activity for which a corporation may be organized under the DGCL. New GCT shall possess and may exercise all the powers and privileges that are necessary or convenient to the conduct, promotion or attainment of the business or purposes of New GCT.	The provision that refers to effecting a business combination relates to the operation of Concord III as a special purpose acquisition company prior to the consummation of a business combination and will not be applicable to New GCT. Accordingly, Concord III’s board of directors believes that it will serve no further purpose and will be confusing.
Provisions Specific to Special Purpose Acquisition Companies	The Existing Certificate of Incorporation sets forth various provisions related to Concord III’s operations as a special purpose acquisition company prior to the consummation of an initial business combination, including the time period during which Concord III must consummate its initial business combination or wind up and liquidate if it does not, redemption rights for holders of Public Shares upon the consummation of its initial business combination, the creation of, and distributions from, the Trust Account, and share issuances prior to its initial business combination.	None.	The provisions of the Existing Certificate of Incorporation that relate to the operation of Concord III as a special purpose acquisition company prior to the consummation of the business combination would not be applicable to New GCT and would serve no purpose following the Business Combination.

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Authorized Capital Stock

The Proposed Certificate of Incorporation would authorize capital stock of New GCT, which will be greater in number than the authorized capital stock of Concord III.

​	Existing Certificate of Incorporation	Proposed Certificate of Incorporation	Reason for the Proposed Change
Capitalization	The total number of authorized shares of all classes of capital stock is 221,000,000 shares, each with a par value of $0.0001 per share, consisting of (a)220,000,000 shares of common stock, including (i) 200,000,000 shares of Concord III Class A Common Stock and (ii) 20,000,000 shares of Concord III Class B Common Stock, and (b) 1,000,000 shares of preferred stock.	The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which the Corporation is authorized to issue is 440,000,000 shares, consisting of: (a) 400,000,000 shares of common stock and (b) 40,000,000 shares of preferred stock.	Concord III’s board of directors believes that the greater number of authorized shares of capital stock is important and desirable for New GCT (i) to have sufficient shares to issue to the GCT Stockholders as consideration for the Business Combination, (ii) to have available for issuance a number of authorized shares of common stock sufficient to support New GCT’s growth and (iii) to provide flexibility for future corporate needs, including as part of financing for future growth acquisitions, capital raising transactions consisting of equity or convertible debt, stock dividends or issuances under current and any future stock incentive plans.

Removal of Directors

The Proposed Certificate of Incorporation would provide that directors may be removed only for cause by the affirmative vote of at least two-thirds of the voting power of New GCT’s outstanding shares of capital stock.

​	Existing Certificate of Incorporation	Proposed Certificate of Incorporation	Reason for the Proposed Change
Removal of Directors	Subject to rights of stockholders of preferred stock and the contractual rights of any stockholder, in accordance with the DGCL, any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then	Subject to the special rights of the holders of any series of preferred stock to elect directors, the directors of New GCT may be removed only for cause by the affirmative vote of the holders of at least 66 2/3% of the outstanding shares of capital stock of New GCT entitled to vote in the election of directors or	Concord III’s board of directors believes that increasing the percentage of voting power required to remove a director from office is a prudent corporate governance measure to reduce the possibility that a relatively small number of stockholders could seek to implement a sudden and

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Existing Certificate of Incorporation	Proposed Certificate of Incorporation	Reason for the Proposed Change
outstanding shares of capital stock of Concord III entitled to vote generally in the election of directors, voting together as a single class.	class of directors, voting together as a single class, at a meeting of stockholders called for that purpose.	opportunistic change in control of New GCT’s Board without the support of the then incumbent board of directors. These changes will enhance the likelihood of continuity and stability in the composition of New GCT board of directors, avoid costly takeover battles, reduce New GCT’s vulnerability to a hostile change of control and enhance the ability of New GCT board of directors to maximize shareholder value in connection with any unsolicited offer to acquire New GCT.

Ability to Call Special Meetings of Stockholders

The Proposed Certificate of Incorporation would require that special meetings of stockholders may only be called by the board of directors, pursuant to a resolution adopted by a majority of the total number of directors, subject to any special rights of the holders of preferred stock.

​	Existing Certificate of Incorporation	Proposed Certificate of Incorporation	Reason for the Proposed Change
Ability to Call Special Meetings of Stockholders	Subject to the rights, if any, of the holders of any outstanding series of the preferred stock, and to the requirements of applicable law, special meetings of stockholders of Concord III may be called only by the Chairman of the Board, the Chief Executive Officer of Concord III, or the Board pursuant to a resolution adopted by a majority of the Board, and the ability of the stockholders of Concord III to call a special meeting is hereby specifically denied. Except as provided in the foregoing sentence, special meetings of stockholders of Concord III may not be called by another person or persons.	Subject to any special rights of the holders of any series of preferred stock, and to the requirements of applicable law, special meetings of stockholders of New GCT may be called only by or at the direction of the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors.	Concord III’s board of directors believes that special meetings to be called by individual board members could cause New GCT to incur substantial expense, be disruptive to its business operations and divert the focus of New GCT board and executive officers from effectively managing.

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Choice of Forum

The Proposed Certificate of Incorporation would modify the forum selection provision contained in the Existing Certificate of Incorporation to designate the U.S. federal district courts as the exclusive forum for claims arising under the Securities Act rather than providing for concurrent jurisdiction in the Court of Chancery and the federal district court for the District of Delaware for claims arising under the Securities Act.

​	Existing Certificate of Incorporation	Proposed Certificate of Incorporation	Reason for the Proposed Change
Choice of Forum	Unless Concord III consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any stockholder to bring (i) any derivative action or proceeding brought on behalf of Concord III, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of Concord III to Concord III or its stockholders, (iii) any action asserting a claim against Concord III, its directors, officers or employees arising pursuant to any provision of the DGCL or the Existing Certificate of Incorporation or the existing Concord III bylaws, or (iv) any action asserting a claim against Concord III, its directors, officers or employees governed by the internal affairs doctrine. Notwithstanding the foregoing, the Court of Chancery of the State of Delaware is not the sole and exclusive forum for any action arising under the Securities Act, as to which the Court of Chancery and the federal district court for the District of Delaware will have concurrent jurisdiction.	Unless New GCT consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware (or, if the Court of Chancery does not have jurisdiction, the federal district court for the District of Delaware or other state courts of the State of Delaware) will, to the fullest extent permitted by law, be the sole and exclusive forum for (i) any derivative action brought by a stockholder on behalf of New GCT, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or stockholder of New GCT to New GCT’s stockholders, (iii) any action arising pursuant to any provision of the DGCL or New GCT Bylaws or the Proposed Certificate of Incorporation or (iv) any action asserting a claim against New GCT governed by the internal affairs doctrine. Subject to the foregoing, the Proposed Certificate of Incorporation designates the federal district courts of the United States as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Furthermore, the foregoing will not apply to suits	Concord III’s board of directors believes that the choice of forum provision is desirable to delineate matters for which the Court of Chancery of the State of Delaware or the federal district courts of the U.S., as applicable, is the sole and exclusive forum, unless New GCT consents in writing to the selection of an alternative forum.

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Existing Certificate of Incorporation	Proposed Certificate of Incorporation	Reason for the Proposed Change
Furthermore, the foregoing do not apply to suits brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.	brought to enforce any liability or duty created by the Exchange Act or any other claim for which the federal courts of the U.S. have exclusive jurisdiction.	​

Vote Required for Approval

The Charter Amendment Proposal will be approved and adopted if the holders of a majority of the shares of Concord III Common Stock outstanding vote “FOR” the Charter Amendment Proposal.

The Charter Amendment Proposal is conditioned upon the approval of the Business Combination Proposal and Closing of the Business Combination. If the Business Combination Proposal is not approved, the Charter Amendment Proposal will have no effect even if approved by our stockholders. Approval of the Charter Amendment Proposal is a condition to the Closing of the Business Combination.

A copy of the Proposed Certificate of Incorporation, as will be in effect assuming approval of the Charter Amendment Proposal, upon Closing of the Business Combination and filing with the Secretary of State of the State of Delaware, is attached to this proxy statement/prospectus as Annex B.

If the Charter Amendment Proposal is not approved, the Business Combination will not occur.

Recommendation of the Board

CONCORD III’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE CHARTER AMENDMENT PROPOSAL.

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PROPOSAL NOS. 3A-3E — THE GOVERNANCE PROPOSALS

Overview

You are also being asked to vote on five separate proposals with respect to certain governance provisions in the Proposed Certificate of Incorporation, which are separately being presented in order to give Concord III stockholders the opportunity to present their separate views on important corporate governance procedures and which will be voted upon on a non-binding advisory basis. Accordingly, regardless of the outcome of the non-binding advisory vote on these proposals, Concord III and GCT intend that the Proposed Certificate of Incorporation in the form attached to this proxy statement/prospectus as Annex B will take effect at the Closing of the Business Combination, assuming approval of the Charter Amendment Proposal (Proposal No. 2). In the judgment of the Concord III board of directors, these provisions are necessary to adequately address the needs of New GCT.

Proposal 3A:   Change of Name and Removal of Special Purpose Acquisition Company Provisions

See “Proposal No. 2 — The Charter Amendment Proposal — Change of Name and Removal of Special Purpose Acquisition Company Provisions” for a description and reasons for the amendment to change the name of Concord III to “GCT Semiconductor Holding, Inc.” from the current name of “Concord Acquisition Corp III” and remove certain provisions related to Concord III’s status as a special purpose acquisition company that will no longer be relevant following the Closing.

Proposal 3B:   Authorized Capital Stock

See “Proposal No. 2 — The Charter Amendment Proposal — Authorized Capital Stock” for a description and reasons for the amendment to increase the number of shares of (i) common stock Concord III is authorized to issue from 220,000,000 shares to 400,000,000 shares and (ii) preferred stock Concord III is authorized to issue from 20,000,000 shares to 40,000,000 shares.

Proposal 3C:   Removal of Directors

See “Proposal No. 2 — The Charter Amendment Proposal — Removal of Directors” for a description and reasons for the amendment to require the vote of at least two-thirds of the voting power of the outstanding shares of capital stock, rather than a simple majority, to remove a director from office.

Proposal 3D:   Ability to Call Special Meetings of Stockholders

See “Proposal No. 2 — The Charter Amendment Proposal — Ability to Call Special Meetings of Stockholders” for a description and reasons for the amendment to require that special meetings of stockholders may only be called by or at the direction of the board of directors pursuant to a resolution adopted by a majority of the total number of directors, subject to any special rights of the holders of preferred stock.

Proposal 3E:   Choice of Forum

See “Proposal No. 2 — The Charter Amendment Proposal — Choice of Forum” for a description and reasons for the amendment to modify the forum selection provision to designate the U.S. federal district courts as the exclusive forum for claims arising under the Securities Act rather than providing for concurrent jurisdiction in the Court of Chancery and the federal district court for the District of Delaware for claims arising under the Securities Act.

Vote Required for Approval

Approval of the Governance Proposals requires the affirmative vote in person or by proxy of holders of a majority of the outstanding shares of Concord III Common Stock present and entitled to vote at the special meeting.

The Business Combination is not conditioned upon the approval of the Governance Proposals.

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As discussed above, a vote to approve each of the Governance Proposals is an advisory vote, and therefore, is not binding on Concord III, GCT or their respective boards of directors. Accordingly, regardless of the outcome of the non-binding advisory vote, Concord III and GCT intend that the Proposed Certificate of Incorporation, in the form attached to this proxy statement/prospectus as Annex B and containing the provisions noted above, will take effect at the Closing of the Business Combination, assuming approval of the Charter Amendment Proposal (Proposal No. 2).

Recommendation of the Board

CONCORD III’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE “FOR” THE APPROVAL OF EACH OF THE GOVERNANCE PROPOSALS.

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PROPOSAL NO. 4 — THE ELECTION OF DIRECTORS PROPOSAL

Overview

Pursuant to the Existing Certificate of Incorporation, the Concord III board of directors is currently divided into three classes with only one class of directors being elected in each year and each class serving a three-year term. The Proposed Certificate of Incorporation also provides that the New GCT board of directors will be divided into three classes, designated as Class I directors, Class II directors and Class III directors. In addition, the Proposed Certificate of Incorporation provides that each director shall serve until his or her successor shall be duly elected at New GCT’s annual meeting of stockholders held in the third year following the year of their election (subject to the earlier term limits described in the paragraph below) and qualified or until his or her earlier resignation, removal from office, death or incapacity.

Assuming the Business Combination Proposal, the Charter Amendment Proposal, the Incentive Award Plan Proposal and the NYSE Proposal are approved at the special meeting, you are being asked to elect seven directors to the board, effective upon the Closing of the Business Combination, with each Class I director having a term that expires at New GCT’s annual meeting of stockholders in 2025, each Class II director having a term that expires at New GCT’s annual meeting of stockholders in 2026 and each Class III director having a term that expires at New GCT’s annual meeting of stockholders in 2027, or, in each case, until their respective successors are duly elected and qualified, or until their earlier resignation, removal, death or incapacity. The election of these directors is contingent upon approval of the Business Combination Proposal, the Charter Amendment Proposal, the Incentive Award Plan Proposal and the NYSE Proposal.

The Concord III board of directors has nominated Kukjin Chun and one director to be designated by the Sponsor pursuant to the Business Combination Agreement to serve as Class I directors, Robert Barker and Hyunsoo Shin to serve as Class II directors and John Schlaefer, Jeff Tuder and Dr. Kyeongho Lee to serve as Class III directors. Information regarding each nominee is set forth in the section entitled “Management of New GCT Following the Business Combination.”

Vote Required for Approval

If a quorum is present, directors are elected by a plurality of the votes cast by the stockholders present in person or represented by proxy at the special meeting. This means that the seven director nominees who receive the most affirmative votes will be elected. Votes marked “FOR” a nominee will be counted in favor of that nominee. Proxies will have full discretion to cast votes for other persons in the event any nominee is unable to serve. Concord III’s existing certificate of incorporation provides that prior to the closing of the initial Business Combination, the holders of Concord III Class B Common Stock have the exclusive right to elect directors. The Sponsor holds the only outstanding share of Concord III Class B Common Stock. Accordingly, the Sponsor’s failure to vote by proxy or to vote in person at the special meeting of stockholders, an abstention from voting, or a broker non-vote will have the same effect as a vote against the director nominees in the Election of Directors Proposal.

The Election of Directors Proposal is conditioned on the approval of the Business Combination Proposal at the special meeting, and the Business Combination is conditioned on the approval of the Election of Directors Proposal.

Recommendation of the Board

CONCORD III’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE “FOR” THE ELECTION OF EACH OF THE SEVEN DIRECTOR
NOMINEES TO THE BOARD OF DIRECTORS IN THE ELECTION OF DIRECTORS PROPOSAL.

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PROPOSAL NO. 5 — THE INCENTIVE AWARD PLAN PROPOSAL

We are asking our stockholders to approve a proposal to adopt the 2024 Incentive Award Plan, under which up to 4,403,083 shares of New GCT Common Stock will be reserved for issuance (subject to adjustments described below in the section titled “Securities Subject to 2024 Incentive Award Plan” below).

The board of directors adopted the 2024 Incentive Award Plan on            , 2024, subject to stockholder approval at the special meeting. If approved by the stockholders, the 2024 Incentive Award Plan will become effective upon the Closing (the “Plan Effective Date”). If the 2024 Incentive Award Plan is not approved by Concord III’s stockholders, or if the Business Combination Agreement is terminated prior to the consummation of the Business Combination, the Incentive Plan will not become effective.

The 2024 Incentive Award Plan will allow us to grant equity-based awards to our officers and employees, non-employee directors, as well as consultants and other independent advisors in our employ or service (or the employ or service of any parent or subsidiary). We expect our equity-based compensation program as implemented under the 2024 Incentive Award Plan to play a pivotal role in our effort to attract and retain key personnel essential to our long-term growth and financial success and remain competitive in the industry. If this proposal is not approved, we would not be able to grant equity-based awards. We would accordingly be at a disadvantage against our competitors for recruiting, retaining, and motivating individuals critical to our success and could be forced to increase cash compensation, thereby reducing resources available to meet our business needs.

Summary Description of 2024 Incentive Award Plan

The principal terms and provisions of the 2024 Incentive Award Plan are set forth below. The summary, however, is not intended to be a complete description of all the terms of the 2024 Incentive Award Plan and is qualified in its entirety by reference to the complete text of the 2024 Incentive Award Plan, to be filed with this proxy statement/prospectus as Annex D.

Types of Awards.   The following types of awards may be granted under the 2024 Incentive Award Plan: options, stock appreciation rights, stock awards, restricted stock units, dividend equivalent rights, cash awards and other awards. The principal features of each type of award are described below.

Administration.   The Compensation Committee has the exclusive authority to administer the 2024 Incentive Award Plan with respect to awards made to our executive officers and non-employee directors and has the authority to make awards under the 2024 Incentive Award Plan to all other eligible individuals. However, our Board may at any time appoint a secondary committee of one (1) or more members of the Board to have separate but concurrent authority with the Compensation Committee to make awards under the 2024 Incentive Award Plan to individuals other than executive officers and non-employee directors. The Board or the Compensation Committee may also delegate authority to administer the 2024 Incentive Award Plan with respect to such individuals to one or more of our officers.

The term “plan administrator,” as used in this summary, will mean our Compensation Committee, the Board, any secondary committee, and any delegates thereof, to the extent each such entity or person is acting within the scope of its administrative authority under the 2024 Incentive Award Plan.

Eligibility.   Employees, non-employee directors, as well as consultants and other independent advisors, in our employ or service or in the employ or service of any parent or subsidiary are eligible to participate in the 2024 Incentive Award Plan. Immediately following the Business Combination we expect 103 employees (including 4 executive officers) and 6 non-employee directors to be eligible to participate in the 2024 Incentive Award Plan.

Securities Subject to 2024 Incentive Award Plan.   Initially, the maximum number of shares of New GCT Common Stock that may be issued under the 2024 Incentive Award Plan after it becomes effective will be set by New GCT’s Board at a number that represents 10% of New GCT’s fully diluted capital stock immediately after the Closing less the 600,000 shares reserved for issuance under the 2024 Employee Stock Purchase Plan (see Proposal No. 6). Based on New GCT’s anticipated capital stock upon the Closing, this will be approximately 4,403,083 shares of New GCT Common Stock, assuming no redemptions, or 3,816,909 shares of New GCT Common Stock if all Public Shares are redeemed. The number of shares reserved for

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issuance under the 2024 Incentive Award Plan will be subject to the capitalization adjustments, the add back provisions related to outstanding awards and the counting provisions, each as described below.

Shares subject to outstanding awards under the 2024 Incentive Award Plan that expire, are forfeited, or cancelled or otherwise terminate prior to the issuance of the shares subject to those awards or are settled in cash will be available for subsequent issuance under the 2024 Incentive Award Plan. Additionally, shares subject to stock options (“Assumed Options”) and restricted stock units that were assumed in the Merger (collectively the “Assumed Awards”) that expire, are forfeited, or cancelled or otherwise terminate prior to the issuance of the shares subject to those awards or are settled in cash will be available for subsequent issuance under the 2024 Incentive Award Plan.

In addition, the following share counting procedures will apply in determining the number of shares of New GCT Common Stock available from time to time for issuance under the 2024 Incentive Award Plan:

•

If shares of New GCT Common Stock otherwise issuable upon exercise of an option granted under the 2024 Incentive Award Plan or an Assumed Option are surrendered in payment of the exercise price, then the number of shares of New GCT Common Stock available for issuance under the 2024 Incentive Award Plan shall be reduced only by the net number of shares issued by us upon such exercise and not by the gross number of shares as to which such option is exercised.

•

Upon the exercise of any stock appreciation right under the 2024 Incentive Award Plan, the number of shares of New GCT Common Stock available for issuance under the 2024 Incentive Award Plan shall be reduced by the net number of shares as to which such right is exercised, and not by the gross number of shares issued by us upon such exercise.

•

If shares of New GCT Common Stock otherwise issuable under the 2024 Incentive Award Plan or with respect to Assumed Awards are withheld by us in satisfaction of the withholding taxes incurred in connection with the issuance, vesting or exercise of any award or the issuance of New GCT Common Stock thereunder, then the number of shares of New GCT Common Stock available for issuance under the 2024 Incentive Award Plan shall be reduced by the net number of shares issued under such award, calculated in each instance after payment of such share withholding.

•

Unvested shares issued under the 2024 Incentive Award Plan or with respect to an Assumed Option and subsequently forfeited to or repurchased by us, at a price per share not greater than the original issue price paid per share, pursuant to our repurchase rights under the 2024 Incentive Award Plan shall be available for subsequent issuance under the 2024 Incentive Award Plan.

•

Shares of New GCT Common Stock that have been repurchased by us on the open market using stock option exercise proceeds shall not be available for subsequent issuance under the 2024 Incentive Award Plan.

The maximum number of shares which may be issued pursuant to options intended to qualify as incentive stock options under the federal tax laws shall be limited to the number of shares available for issuance upon the 2024 Incentive Award Plan becoming effective (or 4,403,083 shares assuming no redemption).

The plan administrator may grant awards in assumption of, or in substitution for, outstanding awards previously granted by an entity acquired by us or with which we combine. Such substitute awards will not reduce the shares authorized for issuance under the 2024 Incentive Award Plan (but will count against the aggregate number of incentive stock options available for awards, as described above). Additionally, subject to applicable stock exchange requirements, if the acquired company’s equity plan has shares available, such shares may be available for grant under the 2024 Incentive Award Plan, which will not reduce (or be added back to) the shares authorized for issuance under the 2024 Incentive Award Plan.

The shares issuable under the 2024 Incentive Award Plan may be made available from our authorized but unissued shares or from shares that we reacquire, including shares purchased on the open market.

Non-Employee Director Award Limits.   The maximum aggregate grant date fair value (computed as of the date of grant in accordance with applicable financial reporting rules) of all awards made to a non-employee director under the 2024 Incentive Award Plan in a single calendar year, taken together with any cash retainer paid to such non-employee director in respect of such calendar year, shall not exceed $500,000 in total value.

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Awards

The plan administrator has complete discretion to determine (a) which eligible individuals are to receive awards, (b) the type, size, terms and conditions of the awards to be made, (c) the time or times when those awards are to be granted, (d) the number of shares or amount of payment subject to each such award, (e) the time when the award is to become exercisable, (f) the status of any granted option as either an incentive stock option or a non-statutory option under the federal tax laws, (g) the maximum term for which the award is to remain outstanding, (h) the vesting and issuance schedules applicable to the shares which are the subject of the award, (i) the cash consideration (if any) payable per share subject to the award and the form (cash or shares) in which the award is to be settled and (j) with respect to performance-based awards, the performance objectives, the amounts payable at one or more levels of attained performance, any applicable service vesting requirements, and the payout schedule.

Stock Options.   Each granted option will have an exercise price per share determined by the plan administrator, but the exercise price will not be less than 100% of the fair market value of the option shares on the grant date. No granted option will have a term in excess of ten years. The shares subject to each option will generally vest in one or more installments over a specified period of service measured from the grant date or upon the achievement of pre-established performance objectives. However, one or more options may be structured so that they will be immediately exercisable for any or all of the option shares. The shares acquired under such immediately exercisable options will be subject to repurchase by us, at the lower of the exercise price paid per share or the fair market value per share, if the optionee ceases service prior to vesting in those shares.

Payment of the exercise price may be paid in one or more of the following forms as determined by the plan administrator: cash, shares of New GCT Common Stock, through a cashless exercise procedure pursuant to which the optionee effects a same-day exercise of the option and sale of the purchased shares through a broker in order to cover the exercise price for the purchased shares and the applicable withholding taxes and/or through a net exercise procedure pursuant to which we withhold a number of shares of New GCT Common Stock otherwise issuable upon exercise of the option having a value equal to the exercise price and applicable withholding taxes.

Upon cessation of service, the optionee will have a limited period in which to exercise the optionee’s outstanding options to the extent exercisable for vested shares. The plan administrator will have complete discretion to extend the period following the optionee’s cessation of service during which the optionee’s outstanding options may be exercised and/or provide for vesting during the applicable post-service exercise period. Such discretion may be exercised at any time while the options remain outstanding.

Stock Appreciation Rights.   The 2024 Incentive Award Plan allows the issuance of two types of stock appreciation rights:

•

Tandem stock appreciation rights granted in conjunction with options, which provide the holders with the right to surrender the related option grant for an appreciation distribution from us in an amount equal to the excess of (i) the fair market value of the vested shares of New GCT Common Stock subject to the surrendered option over (ii) the aggregate exercise price payable for those shares.

•

Stand-alone stock appreciation rights, which allow the holders to exercise those rights as to a specific number of shares of New GCT Common Stock and receive in exchange an appreciation distribution from us in an amount equal to the excess of (i) the fair market value of the shares of New GCT Common Stock as to which those rights are exercised over (ii) the aggregate exercise price in effect for those shares. The exercise price per share may not be less than the fair market value per underlying share of New GCT Common Stock on the date the stand-alone stock appreciation right is granted, and the right may not have a term in excess of ten years.

The appreciation distribution on any exercised stock appreciation right will be paid in (i) cash, (ii) shares of New GCT Common Stock or (iii) a combination of cash and shares of New GCT Common Stock.

Upon cessation of service with us, the holder of a stock appreciation right will have a limited period in which to exercise that right to the extent exercisable at that time. The plan administrator has complete

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discretion to extend the period following the holder’s cessation of service during which the holder’s outstanding stock appreciation rights may be exercised and/or provide for continued vesting during the applicable post-service exercise period. Such discretion may be exercised at any time while the stock appreciation rights remain outstanding.

Repricing.   The plan administrator may not implement any of the following repricing programs without stockholder approval: (i) the cancellation of outstanding options or stock appreciation rights in return for new options or stock appreciation rights with a lower exercise price per share, (ii) the cancellation of outstanding options or stock appreciation rights with exercise prices per share in excess of the then current fair market value per share of New GCT Common Stock for consideration payable in cash or our equity securities (except in the event of a change in control or in the case of a corporate transaction as described in the section titled “Changes in Capitalization” below) or (iii) the direct reduction of the exercise price in effect for outstanding options or stock appreciation rights.

Stock Awards and Restricted Stock Units.   Shares of New GCT Common Stock may be issued under the 2024 Incentive Award Plan subject to performance or service vesting requirements established by the plan administrator or as a fully-vested bonus for past services without any cash outlay required of the recipient.

Shares of New GCT Common Stock may also be issued under the 2024 Incentive Award Plan pursuant to restricted stock units, which entitle the recipients to receive those shares upon the attainment of designated performance goals or the completion of a prescribed service period or upon the expiration of a designated period following the vesting of those units, including (without limitation), a deferred distribution date following the termination of the recipient’s service with us.

The plan administrator will have the discretionary authority to structure one or more such awards so that the shares of New GCT Common Stock subject to those awards (or cash, as applicable) will vest only upon the achievement of any subjective or objective goals established by the plan administrator. These goals may be based on, without limitation, one or more of the following criteria: (i) cash flow, any derivative of operating cash flow, cash flow sufficient to achieve financial ratios or a specified cash balance, free cash flow, cash flow return on capital, net cash provided by operating activities, and cash flow per share; (ii) earnings (including earnings before interest and taxes, earnings before taxes, earnings before interest, taxes, depreciation, amortization and charges for stock-based compensation, earnings before interest, taxes, depreciation and amortization, and net earnings); (iii) earnings per share; (iv) growth in earnings or earnings per share; (v) stock price, net asset value, dividend, dividend payout ratio; (vi) return on equity or average stockholder equity; (vii) total stockholder return or growth in total stockholder return either directly or in relation to a comparative group; (viii) return on capital or improvement in or attainment of working capital levels; (ix) return on assets or net assets or growth in assets; (x) invested capital, required rate of return on capital, return on invested capital, relative risk-adjusted investment performance and investment performance of capital; (xi) revenue, growth in revenue or return on sales; (xii) income or net income; (xiii) operating income, net operating income, or net operating income after tax; (xiv) operating profit or net operating profit; (xv) operating margin or gross margin; (xvi) return on operating revenue or return on operating profit; (xvii) collections and recoveries; (xviii) product research and development, implementation or completion of an identified special project, regulatory filings or approvals or other milestones, patent application or issuance, and manufacturing or process development; (xix) application approvals; (xx) litigation regulatory resolution, legal compliance, or safety and risk reduction goals; (xxi) any derivative of debt leverage (including debt to capital, net debt-to-capital, debt-to-EBITDA or other liquidity ratios); (xxii) balance of cash, cash equivalents and marketable securities; (xxiii) overhead, savings, G&A and other expense control goals; (xxiv) budget comparisons and management; (xxv) growth in stockholder value relative to the growth of the S&P 400 or S&P 400 Index, the S&P Global Industry Classification Standards (“GICS”) or GICS Index, or another peer group or peer group index; (xxvi) credit rating, debt, fixed charge coverage, interest coverage; (xxvii) development and implementation of strategic plans and/or organizational restructuring goals; (xxviii) development and implementation of risk and crisis management programs, including business continuity plans; (xxix) improvement in workforce diversity, equity and inclusion; (xxx) market share, market penetration, and economic value added; (xxxi) inventory control; (xxxii) compliance requirements and compliance relief; (xxxiii) health and safety goals; (xxxiv) productivity goals or backlog; (xxxv) workforce management, key hires, and succession planning goals; (xxxvi) economic value added

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(including typical adjustments consistently applied from generally accepted accounting principles required to determine economic value added performance measures); (xxxvii) measures of customer satisfaction, employee satisfaction or staff development; (xxxviii) stakeholder engagement; (xxxix ) environmental and climate-change-related goals; (xl) development or marketing collaborations, formations of joint ventures or partnerships or the completion of other similar transactions intended to enhance our revenue or profitability or enhance its customer base; (xli) business expansion, mergers, acquisitions, divestitures, joint ventures; (xlii) capital or fund raising to support operations, government grants, license arrangements; (xliv) acquisition of new customers, including institutional accounts or customer retention and/or repeat order rate; (xlv) progress of partnered programs; (lvi) partner satisfaction; (lvii) milestones related to samples received and/or tests run; (lviii) expansion of sales in additional geographies or markets; (liv) patient samples processed and billed; (lv) sample processing operating metrics (including, without limitation, failure rate maximums and reduction of repeat rates); or (xliii) such other performance criteria as the plan administrator may specify. In addition, such performance criteria may be based upon the attainment of specified levels of our performance under one or more of the measures described above relative to the performance of other entities and may also be based on the performance of any of our business units or divisions or any parent or subsidiary. Each applicable performance goal may include a minimum threshold level of performance below which no award will be earned, levels of performance at which specified portions of an award will be earned and a maximum level of performance at which an award will be fully earned. Each applicable performance goal may be structured at the time of the award to provide for appropriate adjustments or exclusions, including for one or more of the following items: (A) asset impairments or write-downs; (B) litigation judgments or claim settlements; (C) the effect of changes in tax law, accounting principles or other such laws or provisions affecting reported results; (D) accruals for reorganization and restructuring programs; (E) any extraordinary nonrecurring items; (F) the operations of any business acquired by us; (G) the divestiture of one or more business operations or the assets thereof; (H) the effects of any corporate transaction, such as a merger, consolidation, separation (including spin-off or other distributions of stock or property by us) or reorganization (whether or not such reorganization is within the definition of that term in Code Section 368); and (I) any other adjustment consistent with the operation of the 2024 Incentive Award Plan.

Should the participant cease to remain in service while holding one or more unvested shares or should the performance objectives not be attained with respect to one or more such unvested shares, then those shares will be immediately subject to cancellation. Outstanding restricted stock units will automatically terminate, and no shares of New GCT Common Stock will be issued in satisfaction of those awards, if the performance goals or service requirements established for such awards are not attained. The plan administrator, however, will have the discretionary authority to issue shares of New GCT Common Stock in satisfaction of one or more outstanding awards, or waive the surrender and cancellation of one or more unvested shares of New GCT Common Stock, as to which the designated performance goals or service requirements are not attained.

Dividend Equivalent Rights.   The plan administrator may provide a participant, as part of an award (other than options or stock appreciation rights) or as a stand-alone award, with dividend equivalent rights, payable in cash, shares of New GCT Common Stock, or a combination of cash and shares of New GCT Common Stock, on such terms as determined by the plan administrator. However, any dividend equivalent rights will only be paid if the underlying award vests and will be subject to a risk of forfeiture to the same extent as the underlying award.

Cash Awards.   Under the 2024 Incentive Award Plan, the plan administrator may grant cash awards to anyone eligible to participate in the 2024 Incentive Award Plan. Cash awards may be structured so as to vest in one or more installments over the participant’s period of continued service or upon the attainment of specified performance goals. The plan administrator will also have the discretionary authority to structure one or more cash awards so that those awards will vest only upon the achievement of certain pre-established performance goals based on one or more of the performance criteria described above in the section titled “Stock Awards and Restricted Stock Units”. The plan administrator will determine the terms and conditions of such awards.

Other Awards.   Under the 2024 Incentive Award Plan, the plan administrator may grant other types of awards that are denominated in shares of New GCT Common Stock to anyone eligible to participate in the 2024 Incentive Award Plan. The plan administrator will determine the terms and conditions of such awards.

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New Plan Benefits

No awards have been granted under the 2024 Incentive Award Plan. Any awards following approval of this proposal to other participants shall be at the discretion of the plan administrator. Accordingly, the benefits or amounts that may be received by or allocated to any of our executive officers, employees, non-employee directors and nominees for election as a director are not determinable at this time.

General Provisions

Change in Control.   In the event we should experience a change in control, the following provisions are in effect for all outstanding awards under the 2024 Incentive Award Plan, unless provided otherwise in an award agreement entered into with the participant:

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Each outstanding award may, in whole or in part, be assumed, substituted, replaced with a cash retention program that preserves the intrinsic value of the award and provides for subsequent payout in accordance with the same vesting schedule applicable to the award or otherwise continued in effect by the successor corporation.

•

To the extent an award is not so assumed, substituted, replaced, or continued, the award will automatically accelerate in full (with vesting of performance-based awards to be determined with reference to actual performance attained as of the change in control or based on target level), unless the acceleration of such award is precluded by other limitations imposed in the applicable award agreement.

•

The plan administrator has complete discretion to grant one or more awards which will vest in the event the individual’s service with us or the successor entity is terminated within a designated period following a change in control transaction in which those awards are assumed or otherwise continued in effect.

•

Unless the plan administrator establishes a different definition for one or more awards, a change in control will be deemed to occur for purposes of the 2024 Incentive Award Plan in the event (a) a merger or asset sale or (b) there occurs any transaction pursuant to which any person or group of related persons becomes directly or indirectly the beneficial owner of securities possessing 50% or more of the total combined voting power of our outstanding securities or (c) there is a change in the majority of the Board effected through one or more contested elections for board membership.

Changes in Capitalization.   In the event any change is made to the outstanding New GCT Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares, spin-off transaction, or other change affecting the outstanding New GCT Common Stock without our receipt of consideration or should the value of our outstanding New GCT Common Stock be substantially reduced by reason of a spin-off transaction or extraordinary distribution (whether in cash, securities or other property) or an extraordinary dividend, or should there occur any merger, consolidation, reincorporation or other reorganization, equitable adjustments will be made to: (i) the maximum number and/or class of securities issuable under the 2024 Incentive Award Plan; (ii) the maximum number and/or class of securities for which incentive options may be granted under the 2024 Incentive Award Plan; (iii) the number and/or class of securities and the exercise or purchase price per share in effect for outstanding award and the consideration (if any) payable per share; (v) the number and/or class of securities subject to repurchase rights under the 2024 Incentive Award Plan and the repurchase price payable per share; and (vi) such other terms and conditions as the plan administrator deems appropriate. Such adjustments will be made in such manner as the plan administrator deems appropriate.

Valuation.   The fair market value per share of New GCT Common Stock on any relevant date under the 2024 Incentive Award Plan is deemed to be equal to the closing selling price per share on that date as determined on the NYSE. As of January 26, 2024, the fair market value of a share of New GCT Common Stock determined on such basis was $10.59 per share.

Stockholder Rights and Transferability.   A participant shall not have any of the rights of a stockholder (including the right to vote or receive dividends) with respect to shares of New GCT Common Stock covered by an award until the participant becomes the holder of record of such shares. A participant may be granted the right to receive dividend equivalents with respect to one or more outstanding awards as described

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above. Awards are not assignable or transferable other than by will or the laws of inheritance following participant’s death. However, the plan administrator may permit awards (other than incentive stock options) to be assignable during the participant’s lifetime, by gift or pursuant to a domestic relations order, to one or more members of the participant’s family or to a trust established for the participant and/or one or more such family members or to the participant’s former spouse.

Withholding Taxes.   A participant shall be required to pay to us, and we shall have the right to withhold, from any cash, shares or other securities or property issuable under any award or from any other compensation, any required withholding or any other applicable taxes or other amounts due in respect of an award. The plan administrator may provide one or more holders of awards under the 2024 Incentive Award Plan with the right to have us withhold a portion of the shares otherwise issuable to such individuals in satisfaction of the withholding taxes to which they become subject in connection with the issuance, exercise, or settlement of those awards. Alternatively, the plan administrator may allow such individuals to deliver previously acquired shares of New GCT Common Stock in payment of such withholding tax liability.

Deferral Programs.   The plan administrator may structure one or more awards (other than options and stock appreciation rights) so that the participants may be provided with an election to defer the compensation associated with those awards for federal income tax purposes.

The plan administrator may also implement a non-employee director retainer fee deferral program that allows the non-employee directors the opportunity to elect to convert the Board and Board committee retainer fees to be earned for a year into restricted stock units that defer the issuance of the shares of New GCT Common Stock that vest under those units until a permissible date or event under Internal Revenue Code Section 409A.

To the extent we maintain one or more separate non-qualified deferred compensation arrangements which allow the participants the opportunity to make notional investments of their deferred account balances in shares of New GCT Common Stock, the plan administrator may authorize the share reserve under the 2024 Incentive Award Plan to serve as the source of any shares of New GCT Common Stock that become payable under those deferred compensation arrangements.

Clawback / Forfeiture.   All awards shall be subject to any clawback, recoupment or other similar policy adopted by the Board, and any cash, shares of New GCT Common Stock or other property or amounts due, paid, or issued to a participant shall be subject to the terms of such policy.

Amendment and Termination.   Our Board may amend or modify the 2024 Incentive Award Plan at any time subject to stockholder approval to the extent required under applicable law or regulation or pursuant to the listing standards of the stock exchange on which our shares are at the time primarily traded. Unless sooner terminated by our Board, the 2024 Incentive Award Plan will terminate on the earliest of (i) the date immediately preceding the tenth anniversary of the Plan Effective Date, (ii) the date on which all shares available for issuance under the 2024 Incentive Award Plan have been issued as fully-vested shares or (iii) the termination of all outstanding awards in connection with certain changes in control or ownership.

Summary of U.S. Federal Income Tax Consequences

The following is a summary of the U.S. federal income taxation treatment applicable to us and the participants who receive awards under the 2024 Incentive Award Plan.

Option Grants.   Options granted under the 2024 Incentive Award Plan may be either incentive options, which satisfy the requirements of Section 422 of the Code, or non-statutory options, which are not intended to meet such requirements. The federal income tax treatment for the two types of options differs as follows:

Incentive Options.   No taxable income is recognized by the optionee at the time of the option grant, and no taxable income is recognized for regular tax purposes at the time the option is exercised, although taxable income may arise at that time for alternative minimum tax purposes. The optionee will recognize taxable income in the year in which the purchased shares are sold or otherwise made the subject of certain other dispositions. For Federal tax purposes, dispositions are divided into two categories: (i) qualifying, and (ii) disqualifying. A qualifying disposition occurs if the sale or other disposition is made more than two

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(2) years after the date the option for the shares involved in such sale or disposition is granted and more than one (1) year after the date the option is exercised for those shares. If the sale or disposition occurs before these two periods are satisfied, then a disqualifying disposition will result.

Upon a qualifying disposition, the optionee will recognize long-term capital gain in an amount equal to the excess of (i) the amount realized upon the sale or other disposition of the purchased shares over (ii) the exercise price paid for the shares. If there is a disqualifying disposition of the shares, then the excess of (i) the fair market value of those shares on the exercise date or (if less) the amount realized upon such sale or disposition over (ii) the exercise price paid for the shares will be taxable as ordinary income to the optionee. Any additional gain or loss recognized upon the disposition will be a capital gain or loss.

If the optionee makes a disqualifying disposition of the purchased shares, then we will be entitled to an income tax deduction, for the taxable year in which such disposition occurs, equal to the amount of ordinary income recognized by the optionee as a result of the disposition (subject to the limitations described below). We will not be entitled to any income tax deduction if the optionee makes a qualifying disposition of the shares.

Non-Statutory Options.   No taxable income is recognized by an optionee upon the grant of a non-statutory option. The optionee will in general recognize ordinary income, in the year in which the option is exercised, equal to the excess of the fair market value of the purchased shares on the exercise date over the exercise price paid for the shares, and the optionee will be required to satisfy the tax withholding requirements applicable to such income. We will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the optionee with respect to the exercised non-statutory option (subject to the limitations described below). The deduction will in general be allowed for our taxable year in which such ordinary income is recognized by the optionee.

Stock Appreciation Rights.   No taxable income is recognized upon receipt of a stock appreciation right. The holder will recognize ordinary income in the year in which the stock appreciation right is exercised, in an amount equal to the excess of the fair market value of the underlying shares on the exercise date over the exercise price in effect for the exercised right, and the holder will be required to satisfy the tax withholding requirements applicable to such income. We will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the holder in connection with the exercise of the stock appreciation right (subject to the limitations described below). The deduction will be allowed for the taxable year in which such ordinary income is recognized.

Stock Awards.   The recipient of unvested shares of New GCT Common Stock issued under the 2024 Incentive Award Plan will not recognize any taxable income at the time those shares are issued but will have to report as ordinary income, as and when those shares subsequently vest, an amount equal to the excess of (i) the fair market value of the shares on the vesting date over (ii) the cash consideration (if any) paid for the shares. The recipient may, however, elect under Section 83(b) of the Code to include as ordinary income in the year the unvested shares of New GCT Common Stock are issued an amount equal to the excess of (i) the fair market value of those shares on the issue date over (ii) the cash consideration (if any) paid for such shares. If the Section 83(b) election is made, the recipient will not recognize any additional income as and when the shares subsequently vest. We will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the recipient with respect to the unvested shares (subject to the limitations described below). The deduction will in general be allowed for our taxable year in which such ordinary income is recognized by the recipient.

Restricted Stock Units.   No taxable income is recognized upon receipt of restricted stock units. The holder will recognize ordinary income in the year in which the shares subject to the units are issued to the holder. The amount of that income will be equal to the fair market value of the shares on the date of issuance, and the holder will be required to satisfy the tax withholding requirements applicable to such income. We will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the holder at the time the shares are issued (subject to the limitations described below). The deduction will be allowed for the taxable year in which such ordinary income is recognized.

Dividend Equivalent Rights.   No taxable income is recognized upon receipt of a dividend equivalent right award. The holder will recognize ordinary income in the year in which a dividend or distribution,

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whether in cash, securities, or other property, is paid to the holder. The amount of that income will be equal to the fair market value of the cash, securities or other property received, and the holder will be required to satisfy the tax withholding requirements applicable to such income. We will be entitled to an income tax deduction equal to the amount of the ordinary income recognized by the holder of the dividend equivalent right award at the time the dividend or distribution is paid to such holder (subject to the limitations described below). That deduction will be allowed for the taxable year in which such ordinary income is recognized.

Cash Awards.   In general, no taxable income is recognized upon receipt of cash awards. The holder will recognize ordinary income in the year in which the awards are settled, and the participant will be required to satisfy the tax withholding requirements applicable to such income. We will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant at the time of settlement (subject to the limitations described below). The deduction will be allowed for the taxable year in which such ordinary income is recognized.

Other Awards.   In general, no taxable income is recognized upon receipt of other awards. The holder will recognize ordinary income in the year in which the awards are settled, and the participant will be required to satisfy the tax withholding requirements applicable to such income. We will be entitled to an income tax deduction equal to the amount of ordinary income recognized by the participant at the time of settlement (subject to the limitations described below). The deduction will be allowed for the taxable year in which such ordinary income is recognized.

Section 162(m) of the Code.   Subject to certain limitations and terms, Section 162(m) of the Code and its implementing regulations provide that we may not deduct compensation of more than $1,000,000 paid in any year to our CEO and certain other executive officers. While we intend to structure executive compensation to minimize any limitation imposed by Section 162(m) of the Code, we will continue to maintain flexibility and the ability to pay competitive compensation by not requiring all compensation to be deductible to the extent that doing so is consistent with the best interests of our company and stockholders.

Vote Required for Approval

Approval of the Incentive Award Plan Proposal requires the affirmative vote in person or by proxy of holders of a majority of the outstanding shares of Concord III Common Stock present and entitled to vote at the special meeting.

The Incentive Award Plan Proposal is conditioned on the approval of the Business Combination Proposal at the special meeting.

Recommendation of Concord III’s Board of Directors

CONCORD III’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE INCENTIVE AWARD PLAN PROPOSAL.

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PROPOSAL NO. 6 — THE EMPLOYEE STOCK PURCHASE PLAN PROPOSAL

We are asking our stockholders to approve a proposal to adopt the 2024 Employee Stock Purchase Plan, under which up to 600,000 shares of New GCT Common Stock will be reserved for issuance (subject to adjustments described in the section titled “Stock Subject to the 2024 Employee Stock Purchase Plan” below).

The Board adopted the 2024 Employee Stock Purchase Plan on December 11, 2023, subject to stockholder approval at the special meeting. If approved by Concord III’s stockholders, the 2024 Employee Stock Purchase Plan will become effective on the Closing (the “Effective Date”), with the first offering period commencing at such time as determined by the plan administrator. If the 2024 Employee Stock Purchase Plan is not approved by Concord III’s stockholders, or if the Business Combination Agreement is terminated prior to the consummation of the Business Combination, the 2024 Employee Stock Purchase Plan will not become effective.

The 2024 Employee Stock Purchase Plan is a broad-based plan that allows us to provide eligible employees with the opportunity to periodically purchase shares of New GCT Common Stock at a discount through their accumulated periodic payroll deductions.

The 2024 Employee Stock Purchase Plan is intended to qualify as an employee stock purchase plan under Section 423 of the Internal Revenue Code of 1986, as amended (“Section 423”) for one or more specified offerings under the 2024 Employee Stock Purchase Plan. The 2024 Employee Stock Purchase Plan also authorizes us to establish offerings under the 2024 Employee Stock Purchase Plan that are not designed to comply with the requirements of Section 423 but that are intended to comply with local law.

Summary Description of the 2024 Employee Stock Purchase Plan

The following is a summary of the principal features of the 2024 Employee Stock Purchase Plan, but such summary does not purport to be a complete description of all the provisions of the 2024 Employee Stock Purchase Plan and is qualified in its entirety by reference to the provisions of the 2024 Employee Stock Purchase Plan to be attached hereto as Annex E.

Stock Subject to the 2024 Employee Stock Purchase Plan

A total of 600,000 shares of New GCT Common Stock have been reserved for issuance under the 2024 Employee Stock Purchase Plan. The shares issuable under the 2024 Employee Stock Purchase Plan may be made available from authorized but unissued shares of New GCT Common Stock or from shares of New GCT Common Stock reacquired by us, including shares purchased on the open market.

In the event that any change is made to our outstanding New GCT Common Stock by reason of any stock split, stock dividend, recapitalization, combination of shares, exchange of shares, spin-off transaction or other change affecting the outstanding New GCT Common Stock as a class without Concord III’s receipt of consideration, or should the value of outstanding shares of New GCT Common Stock be substantially reduced as a result of a spin-off transaction, extraordinary distribution (whether in cash, securities or other property) or an extraordinary dividend or distribution, or should there occur any merger, consolidation, reincorporation or other reorganization, then equitable adjustments shall be made to (i) the maximum number and class of securities issuable under the 2024 Employee Stock Purchase Plan, (ii) the maximum number and class of securities purchasable per participant on any purchase date and the maximum number and class of securities purchasable in total by all participants on any purchase date, if applicable, and (iii) the number and class of securities and the price per share in effect under each outstanding purchase right. Any adjustments will be made in such manner as the plan administrator deems appropriate and such adjustments shall be final, binding, and conclusive.

Administration

Our Compensation Committee of the Board will administer the 2024 Employee Stock Purchase Plan, and in such role as plan administrator, our Compensation Committee has the authority to interpret and construe any provision of the 2024 Employee Stock Purchase Plan and adopt rules and regulations relating

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to administering the 2024 Employee Stock Purchase Plan as it deems necessary or advisable for the administration of the 2024 Employee Stock Purchase Plan.

Eligibility

All employees of Concord III and its participating parents or subsidiaries (whether now existing or subsequently established or acquired) may become eligible to participate in the 2024 Employee Stock Purchase Plan. Generally, an employee of Concord III or a participating parent or subsidiary who is employed on a basis under which the employee is regularly expected to work for more than twenty hours per week for more than five months per calendar year is eligible to participate in an offering period under the 2024 Employee Stock Purchase Plan. The plan administrator may waive one or all of the service requirements in advance with respect to an offering period.

Immediately following the Business Combination, we expect 103 employees (including 4 executive officers) to be eligible to participate in the 2024 Employee Stock Purchase Plan.

Offering Periods and Purchase Rights

Shares of New GCT Common Stock will be available for issuance under the 2024 Employee Stock Purchase Plan through a series of offering periods. The duration of each offering period will be set by the plan administrator prior to the start date and will not exceed 27 months. Each offering period will consist of a series of one or more successive purchase intervals, as determined by the plan administrator prior to the start date of such offering period. The first offering period will commence on the date as determined by the plan administrator and unless and until otherwise determined by the plan administrator, each offering period will have a six-month duration and will be comprised of one six-month purchase interval.

At the time the eligible employee joins an offering period, the employee will be granted a purchase right to acquire shares of New GCT Common Stock at a discount on each purchase date during that offering period. The purchase date will be the last business day of each purchase interval within the offering period. All payroll deductions collected from the participant during each purchase interval will be automatically applied to the purchase of New GCT Common Stock on the purchase date, subject to certain limitations.

Purchase Price

The plan administrator will establish the purchase price for each offering period prior to the start of the offering period, but such price may not be less than 85% of the lower of (i) the fair market value per share of New GCT Common Stock on the start date of that offering period or (ii) the fair market value on the purchase date.

Valuation

For purposes of the 2024 Employee Stock Purchase Plan, the fair market value per share of New GCT Common Stock on any relevant date will be deemed to be equal to the closing sale price per share of New GCT Common Stock on that date on the NYSE, or, if there is no closing share price on the particular date, then the closing sale share price on the immediately preceding date where there is a closing sale share price. On January 26, 2024, the fair market value was $10.59 per share, based on the closing sale price of New GCT Common Stock on that date on the NYSE.

Payroll Deductions

To participate in the 2024 Employee Stock Purchase Plan, an eligible employee must complete the enrollment procedure as prescribed by the plan administrator (or its designee). Each participant may authorize us to make payroll deductions of up to 15% from the participant’s salary on each regular payday. We will credit these payroll deductions to the participant’s book account under the 2024 Employee Stock Purchase Plan, and no interest will be applied to this amount. A participant may reduce the participant’s contribution percentage once per purchase interval (unless otherwise determined by the plan administrator) or may discontinue participation in the 2024 Employee Stock Purchase Plan in accordance with the terms

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of the 2024 Employee Stock Purchase Plan, but no other change can be made during an offering period. A participant may also increase the participant’s contribution percentage for the following offering period. To the extent necessary to comply with Section 423 or other 2024 Employee Stock Purchase Plan limits, a participant’s contributions may be reduced without the participant’s consent, in which event such contributions will resume when permitted unless the participant elects to discontinue contributions. If a participant’s employment terminates for any reason, all amounts credited to the participant’s account will be returned to the participant.

All funds held or received by us under the 2024 Employee Stock Purchase Plan may be used for any corporate purpose until applied to the purchase of New GCT Common Stock or refunded to employees and shall not be segregated from our general assets.

Special Limitations

The 2024 Employee Stock Purchase Plan imposes certain limitations upon a participant’s right to acquire New GCT Common Stock, including the following:

•

Purchase rights may not be granted to any individual who owns stock (including stock purchasable under any outstanding purchase rights) possessing 5% or more of the total combined voting power or value of all classes of stock of the Company or any of its affiliates.

•

A participant may not be granted rights to purchase more than $25,000 worth of New GCT Common Stock (valued at the time each purchase right is granted) for each calendar year in which such purchase rights are outstanding.

•

The plan administrator will establish the maximum number of shares purchasable by a participant on each purchase date during an offering period and may establish a maximum number of shares purchasable in total by all participants enrolled in that offering period on each purchase date that occurs during that offering period.

Stockholder Rights

No participant will have any stockholder rights with respect to the shares covered by the participant’s purchase rights until the shares are purchased on the participant’s behalf and the participant has become a holder of record of the purchased shares.

General Provisions

Assignability

No purchase rights will be assignable or transferable by the participant, and the purchase rights will be exercisable only by the participant.

Change in Control

In the event of a change in control (as defined in the 2024 Employee Stock Purchase Plan), the plan administrator may take such action as deemed appropriate including (i) accelerating the next purchase date in the then current offering period to a date immediately before the closing date of the change in control, and applying the accumulated payroll deductions to the purchase of shares of New GCT Common Stock at the purchase price in effect for that offering period, (ii) terminating all outstanding purchase rights and refunding all accumulated payroll deductions, or (iii) having the successor entity (or its parent or subsidiary corporation) assume our obligations under the 2024 Employee Stock Purchase Plan and the outstanding purchase rights.

Share Proration

Should the total number of shares of New GCT Common Stock to be purchased pursuant to outstanding purchase rights on any particular date exceed the number of shares then available for issuance under the 2024 Employee Stock Purchase Plan, then the plan administrator will make a pro-rata allocation of

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the available shares on a uniform and nondiscriminatory basis, and the payroll deductions of each participant, to the extent in excess of the aggregate purchase price payable for the New GCT Common Stock pro-rated to such individual, will be refunded.

Amendment and Termination

The 2024 Employee Stock Purchase Plan will terminate upon the earliest of (i) ten years from the Effective Date, (ii) the date on which all shares available for issuance under the 2024 Employee Stock Purchase Plan have been sold pursuant to purchase rights exercised under the 2024 Employee Stock Purchase Plan, or (iii) the date on which all purchase rights are exercised or terminated in connection with a change in control. However, our Board may terminate the 2024 Employee Stock Purchase Plan at any time. No further purchase rights shall be granted or exercised, and no further payroll deductions shall be collected, under the 2024 Employee Stock Purchase Plan following its termination.

The Board may amend the 2024 Employee Stock Purchase Plan at any time, subject to stockholder approval to the extent required under applicable law or regulation or pursuant to the listing standards of the stock exchange on which New GCT Common Stock is at the time traded.

New Plan Benefits

The benefits to be received by our executive officers and employees as a result of the adoption of the 2024 Employee Stock Purchase Plan are not determinable, since the amounts of future purchases by participants are based on elective participant contributions and the purchase price of our shares of New GCT Common Stock, which are not determinable until the end of an offering period. Our non-employee directors are not eligible to participate in the 2024 Employee Stock Purchase Plan.

Summary of U.S. Federal Income Tax Consequences

The following is a summary of the U.S. Federal income taxation treatment, as of the date of this document, for offerings intended to comply with Section 423. Under an offering which so qualifies, no taxable income will be recognized by a participant subject to U.S. taxation, and no deductions will be allowable to us, upon either the grant or the exercise of the purchase rights. Taxable income will not be recognized until there is a sale or other disposition of the shares acquired under the 2024 Employee Stock Purchase Plan or in the event the participant should die while still owning the purchased shares.

Generally, if the participant sells or otherwise disposes of the purchased shares within two years after the start date of the offering period in which such shares were acquired or within one year after the purchase date on which those shares were actually acquired, then the participant will recognize ordinary income in the year of sale or disposition equal to the amount by which the fair market value of the shares on the purchase date exceeded the purchase price paid for those shares, and we will be entitled to an income tax deduction, for the taxable year in which such disposition occurs, equal in amount to such excess. Any additional gains will be treated as long-term capital gains.

If the participant sells or disposes of the purchased shares more than two years after the start date of the offering period in which the shares were acquired and more than one year after the purchase date of those shares, then the participant will recognize ordinary income in the year of sale or disposition equal to the lesser of (i) the amount by which the fair market value of the shares on the sale or disposition date exceeded the purchase price paid for those shares or (ii) the amount by which the fair market value of the shares on the start date of that offering period exceeded the purchase price paid; and any additional gain upon the disposition will be taxed as a long-term capital gain. We will not be entitled to an income tax deduction with respect to such disposition.

If the participant still owns the purchased shares at the time of death, the lesser of (i) the amount by which the fair market value of the shares on the date of death exceeds the purchase price or (ii) the amount by which the fair market value of the shares on the start date of that offering period exceeded the purchase price paid will constitute ordinary income in the year of death.

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Vote Required for Approval

Approval of the Employee Stock Purchase Plan Proposal requires the affirmative vote in person or by proxy of holders of a majority of the outstanding shares of Concord III Common Stock present and entitled to vote at the special meeting.

The Employee Stock Purchase Plan Proposal is conditioned on the approval of the Business Combination Proposal at the special meeting.

Recommendation of Concord III’s Board of Directors

CONCORD III’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE EMPLOYEE STOCK PURCHASE
PLAN PROPOSAL.

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PROPOSAL NO. 7 — THE NYSE PROPOSAL

Overview

In connection with the Business Combination, we intend to effect (subject to customary terms and conditions, including the Closing):

•

the issuance, pursuant to the Business Combination Agreement, of 32,979,615 shares of New GCT Common Stock to the GCT Stockholders in the Business Combination;

•

the issuance of an aggregate of 4,484,854 shares of New GCT Common Stock to the PIPE Investors in the PIPE Investment; and

•

the issuance of an aggregate of 2,743,628 shares of New GCT Common Stock to the CVT Investors in the Note Financing, which will be consummated concurrently with the Closing.

For further information, please see the section entitled “Proposal No. 1 — The Business Combination Proposal,” as well as the annexes to this proxy statement/prospectus.

Why Concord III Needs Stockholder Approval

We are seeking stockholder approval in order to comply with Rule 312.03 of the NYSE Listed Company Manual.

Under Rule 312.03 of the NYSE Listed Company Manual, stockholder approval is required prior to the issuance of shares of common stock in certain circumstances, including if the number of shares of common stock to be issued is, or will be upon issuance, equal to or in excess of 20% of the number of shares of common stock outstanding before the issuance. The maximum aggregate number of shares of New GCT Common Stock issuable pursuant to the Business Combination Agreement represents greater than 20% of the number of shares of Concord III Common Stock before such issuance. As a result, stockholder approval of the issuance of shares of New GCT Common Stock issuable pursuant to the Business Combination Agreement is required under the NYSE regulations.

Stockholder approval of the NYSE Proposal is also a condition to the Closing under the Business Combination Agreement.

Effect of Proposal on Current Stockholders

If the NYSE Proposal is adopted, we will issue 32,979,615 shares of New GCT Common Stock to the GCT Stockholders upon the Closing. We will also issue an aggregate of 4,484,854 shares of New GCT Common Stock to the PIPE Investors upon the consummation of the PIPE Investment and 2,743,628 shares of New GCT Common Stock to the CVT Investors in the Note Financing.

The issuance of the shares of New GCT Common Stock described above would result in significant dilution to Concord III stockholders and result in Concord III stockholders having a smaller percentage interest in the voting power, liquidation value and aggregate book value of New GCT.

Vote Required for Approval

Approval of the NYSE Proposal requires the affirmative vote in person or by proxy of holders of a majority of the outstanding shares of Concord III Common Stock present and entitled to vote at the special meeting.

The NYSE Proposal is conditioned on the approval of the Business Combination Proposal at the special meeting.

Recommendation of our Board of Directors

CONCORD III’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE “FOR” THE APPROVAL THE NYSE PROPOSAL.

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PROPOSAL NO. 8 — THE ADJOURNMENT PROPOSAL

The Adjournment Proposal

The Adjournment Proposal, if adopted, will allow Concord III’s board of directors to adjourn the special meeting of stockholders to a later date or dates to permit further solicitation of proxies. The Adjournment Proposal will only be presented to Concord III’s stockholders in the event that, based on the tabulated votes, there are not sufficient votes at the time of the special meeting of stockholders to approve one or more of the proposals presented at the special meeting. In no event will Concord III’s board of directors adjourn the special meeting of stockholders or consummate the Business Combination beyond the date by which it may properly do so under Concord III’s Existing Certificate of Incorporation and Delaware law, unless such date is property extended.

Consequences if the Adjournment Proposal is Not Approved

If the Adjournment Proposal is not approved by Concord III’s stockholders, Concord III’s board of directors may not be able to adjourn the special meeting of stockholders to a later date in the event that, based on the tabulated votes, there are not sufficient votes at the time of the special meeting of stockholders to approve the Business Combination Proposal.

Vote Required for Approval

Approval of the Adjournment Proposal requires the affirmative vote in person or by proxy of holders of a majority of the outstanding shares of Concord III Common Stock present and entitled to vote at the special meeting.

Adoption of the Adjournment Proposal is not conditioned upon the adoption of any of the other proposals.

Recommendation of the Board

CONCORD III’S BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
STOCKHOLDERS VOTE “FOR” THE APPROVAL OF THE ADJOURNMENT PROPOSAL.

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INFORMATION ABOUT GCT

Unless the context otherwise requires, any reference in this section of this proxy statement/prospectus to the “Company” or “GCT” refers to GCT and its consolidated subsidiaries prior to the Closing. Some of the information contained in this section or set forth elsewhere in this proxy statement/prospectus, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties.

Company Overview

GCT was founded in Silicon Valley, California in 1998 and is a fabless semiconductor company that specializes in the design, manufacturing and sale of communication semiconductors, including high-speed wireless communication technologies such as 5G/4.75G/4.5G/4G transceivers (“RF”) and modems, which are essential for a wide variety of industrial, B2B and consumer applications. The Company has successfully developed and supplied communication semiconductor chipsets and modules to leading wireless operators worldwide, as well as to original design manufacturers (“ODMs”) and original equipment manufacturers (“OEMs”) for portable wireless routers (e.g., Mobile Router/MiFi), indoor and outdoor fixed wireless routers (e.g., CPE), industrial M2M applications and smartphones.

The Company oversees sales, marketing and accounting operations from its headquarters in San Jose, California. The Company conducts product design, development and customer support through its fully owned subsidiaries, GCT Research, Inc. (“GCT R”) and MTH, Inc., both of which are located in South Korea. GCT R. serves as the Company’s research and development center. In addition, GCT utilizes separate sales offices for local technical support and sales in Taiwan, China, and Japan.

GCT’s current product portfolio includes RF and modem chipsets based on 4G LTE technology, offering a variety of chipsets differentiated by speed and functionality. These include 4G LTE, 4.5G LTE Advanced (twice the speed of LTE) and 4.75G LTE Advanced-Pro (four times the speed of LTE) chipsets. The Company also develops and sells cellular IoT chipsets for low-speed mobile networks such as eMTC/NB-IOT/Sigfox, and other network protocols.

Notably, GCT leverages its proprietary knowledge and patents, which have been proven in 4G products to employ up to eight receiving antennas in sub-6GHz wireless bands, extending the receive-coverage and throughput by more than two times compared to the case of using two or four receiving antennas. It also employs up to four transmitting antennas, enhancing the transmission coverage and throughput compared to using only one or two transmission antennas. Several top tier wireless operators have engaged the Company as a result of this unique technology. Building on this competitive advantage, GCT is currently developing RF and modem chipsets based on 5G NR, which is at the core of the next-generation mobile communication technology.

5G technology provides speeds up to ten times faster than traditional 4G LTE communication, significantly reduces latency and supports essential capabilities for the Fourth Industrial Revolution, such as high-speed, low-latency, and highly reliable and cost-effective internet connections for technologies like artificial intelligence, autonomous driving and the metaverse. Therefore, 5G communication semiconductors are considered a crucial and indispensable technology for the Fourth Industrial Revolution, particularly for enabling the metaverse, where social, economic and cultural activities take place in virtual environments.

GCT’s 5G chipsets, in particular, leverage the advantages of the Company’s proven patented technology which significantly improves performance through the use of multiple antennas for both transmission and reception. This makes them highly suitable for 5G-based ultra-high-speed wireless internet services, such as Fixed Wireless Access (“FWA”). 5G-based ultra-high-speed wireless internet offers cost-effective, high-speed internet services with a short latency time, enabling a new class of internet services and media offerings delivered over-the-air rather than via physical networks built on fiber, coax or legacy copper technologies. This positions GCT’s 5G chipsets as a promising solution for mobile operators to establish a foothold in next-generation services and to compete effectively against cable management services organizations (“MSOs”) and other network players.

Even as more and more applications are deployed on 5G networks, GCT nonetheless anticipates continued demand for its existing 4G LTE product lineup (4.75G/4.5G/4G, etc.) for the foreseeable future,

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as 4G products are expected to coexist in the market with 5G products at lower price points for some time in the same way that 3G products coexisted with 4G products when 4G networks were first deployed. With the expected introduction of 5G NR products beginning in the second half of 2024, GCT anticipates a substantial increase in its revenue beginning in 2024. GCT expects the average sales prices for its 5G chipset to be approximately four times that of its 4G chipset, resulting in a significant inflection in revenue and gross margins. The Company plans to continuously expand its product lineup to support 5G chipsets for future applications such as vehicle-to-everything standard (e.g., C-V2X), 5G-based satellite communication (e.g., Non-Terrestrial Network) and 5G-based IoT standard (e.g., RedCap). GCT’s current chipset products are widely used in various applications, including fixed wireless subscriber terminals (e.g., CPE), mobile wireless routers (e.g., Mobile Router/MiFi), various communication modules and devices, and industrial products.

Evolution of Wireless Technologies

As the demand for mobile communication has evolved from voice-centric to data-centric, technology has continuously evolved. The 1st generation (“1G”) analog cellular system introduced the concept of the cell to facilitate frequency reuse. Due to the limitations of analog technology, the rapidly growing demand for mobile phones led to the transition to 2nd generation (“2G”) digital communication systems. Notable 2G digital mobile phone systems include Global System for Mobile Communication (“GSM”) using Time Division Multiple Access (“TDMA”) and Code Division Multiple Access (“CDMA”). GSM was adopted in Europe, while CDMA was adopted in the United States, Korea, and other regions.

2G had limitations due to the broad mixture of technologies and differences in frequency bands, making international roaming difficult and providing limited multimedia services due to low transmission speeds. The need to unify wireless transmission technologies for international roaming services and more led to the development of 3rd generation (“3G”) mobile communication, such as IMT-2000, W-CDMA, and CDMA2000. 3G not only provided voice and low-speed data like 2G but also supported multimedia services, including video. Up until the adoption of 3G, there was significant demand for circuit-switched services, but as the internet became widespread, the demand for packet services also grew. This led to technological advancements with 3G, resulting in technologies like Evolution-Data Only (“EV-DO”) and High Speed Packet Access (“HSPA”).

Generation	System	Multiple access technology	Peak user data rate
1G	AMPS	FDMA	—
2G	IS-95	CDMA	9600bps
	GSM	TDMA	0.104Mbps
3G	W-CDMA	W-CDMA	0.384Mbps
	CDMA2000	CDMA	0.153Mbps
3.5G	EV-DO	CDMA/TDMA	3.072Mbps
	HSPA	W-CDMA	14.4Mbps
4G	LTE	DL: OFDMA UL: SC-FDMA	DL: 100Mbps UL: 50Mbps
	WiMAX	OFDMA	DL: 128Mbps UL: 56Mbps
	LTE-A	DL: OFDMA UL: SC-FDMA	DL: 1Gbps UL: 500Mbps
5G	NR	OFDMA	Up-to 10Gbps

The increased demand for wireless data services after 3G led to the development of 4th generation (“4G”) technology, known as Long Term Evolution (“LTE”). While Worldwide Interoperability for Microwave Access (“WiMAX”) was another 4G technology, the market eventually consolidated around LTE. LTE was defined by the 3rd Generation Partnership Project (“3GPP”), which established the Rel-8/9 standards. LTE later evolved into LTE-Advanced (“LTE-A”) and 3Band LTE-A, including standards like Rel-10 and beyond, which introduced technologies like Carrier Aggregation (“CA”), Coordinated Multi-Point (“CoMP”), relaying, and Multi-Input Multi-Output (“MIMO”).

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4G Technology	Features	Carrier Bandwidth	Downlink peak throughput
LTE (4G : CAT3)	Technology that is approximately 5 times faster for downloads and about 7 times faster for uploads than traditional WCDMA	10MHz	75Mbps
Wideband LTE (4G : CAT4)	Mobile communication services that are twice as fast as LTE, utilizing a 20MHz wideband LTE frequency	20MHz	150Mbps
Wideband LTE-A (4.5G : CAT6)	Mobile communication services that utilize CA (Carrier Aggregation) technology by combining a 20MHz wideband LTE frequency with a 10MHz LTE frequency	30MHz (20+10MHz)	225Mbps
4x4MIMO LTE-A (4.5G : CAT5)	Mobile communication services that use 4x4 MIMO (Multiple Input Multiple Output) with 4 antennas to double the speed on a 20MHz wideband LTE frequency	20MHz	300Mbps
3Band LTE-A (4.75G : CAT12)	Mobile communication services that utilize CA technology to use a 40MHz LTE frequency.	60MHz (20+20+20MHz)	600Mbps

5th generation (“5G”) communication evolved from 4G as a communication technology needed for the “Hyper-Connected Revolution” of the Fourth Industrial Revolution, where various industry technologies converge. The Fourth Industrial Revolution represents the convergence of ICT-based technologies and advanced digital technologies, like artificial intelligence, robotics, virtual reality, augmented reality, 3D printing, biotechnology and quantum computing, among others. This technology convergence creates a new era where “people + places + objects + products” are interconnected based on artificial intelligence. 5G is an essential communication technology that enables the Fourth Industrial Revolution and related technology convergence by realizing ultra-fast wireless communication (eMBB: enhanced Mobile Broadband), ultra-low latency reliable communication (URLLC: Ultra Reliable Low Latency Communication), and massive machine-type communication for hyper-connected objects (mMTC: massive machine type communication).

5G Technology	Features	Carrier Bandwidth	Downlink peak throughput
Sub-6Ghz (FR1) NR	5G that support frequency bands ranging from 400MHz to 6GHz, offering over 4 times faster response processing than LTE and more than twice the frequency bandwidth	100MHz	2.3Gbps
mmWave(FR2) NR	5G that utilize millimeter-wave frequency bands of 24GHz, 28GHz, and 39GHz, providing over 8 times faster response processing than LTE and supporting over 8 times wider frequency bandwidth	800MHz (8 x 100MHz)	6.5Gbps
EN-DC (NSA)	5G that transmit data combining both 4G LTE and 5G NR, aggregating them to increase transmission speed and address initial 5G network coverage issues	4G LTE band + 5G FR1 100MHz or 5G FR2 800MHz	3Gbps (FR1) 7Gbps (FR2)
FR1 NR SA	5G standalone mode mobile communication services in the Sub-6GHz frequency band without 4G LTE	200MHz (100 + 100MHz)	4.6Gbps
FR1+FR2 NR-DC	5G standalone mode dual-connectivity mobile communication services that connect Sub-6GHz frequency band NR and millimeter-wave frequency band NR simultaneously	500MHz (100 + 400MHz)	6Gbps

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5G is now continuously growing in all regions around the world. According to the Ericsson Mobility Report published in June 2023, at the end of 2022, 5G subscribers accounted for 41% of the total communication subscribers in North America. During the first quarter of 2023, total 5G subscriptions reached 1.1 billion worldwide and are expected to reach 1.5 billion worldwide by the end of 2023. Further, it is anticipated that 5G subscriptions will continue to increase, reaching 4.6 billion globally by end of 2028.

Expanding Fixed Wireless Access

FWA service provides data and voice (“VoLTE” or “VoNR”) connectivity by connecting data terminals through indoor or outdoor fixed Customer Premises Equipment (“CPE”) to mobile communication networks, offering services comparable to traditional wired line networks such as xDSL, cable, or fiber optics. The wireless network connection approach is advantageous for quick installation in areas with existing mobile communication infrastructure, especially in regions where installing conventional wired networks is challenging or economically impractical. However, traditional wireless networks face limitations, such as lower speed when multiple devices are connected simultaneously, and the performance of user devices that vary based on the environment or location of such user devices relative to the base station, diminishing their competitiveness compared to wired line networks.

However, recently introduced FWA technologies, including gigabit-speed 4G LTE Advanced or 5G NR, offer speeds faster than DSL or cable networks, addressing the shortcomings of traditional wireless connections. Especially in frequency bands above 3 GHz, 5G FWA can deliver service with 100 MHz or more of bandwidth, or in the millimeter-wave spectrum above 20 GHz, 5G FWA can utilize 800 MHz or more of bandwidth, achieving performance comparable to optical fiber communications. This makes FWA an attractive alternative technology that can overcome the significant installation costs associated with fiber optics for new installation areas.

According to the Ericsson Mobility Report, as of 2022, FWA services based on 4G and 5G have already exceeded 100 million subscriptions. FWA services are projected to grow at an annual rate of 18% starting in 2023, reaching over 300 million subscriptions by 2028, which is three times the number of subscriptions in 2022. 5G-based FWA services are expected to grow even faster, surpassing 4G-based FWA subscriptions by 2025 and constituting 80% of the total FWA services by 2028. Particularly in the U.S. market, 5G-based FWA services are predicted to grow at a rate of 50% annually until 2025.

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FWA devices come in two main types: Outdoor CPE (ODU, Outdoor Customer Premises Equipment) with performance-boosting external antennas for improved wireless signal reception in wider areas, and Indoor CPE (IDU, Indoor Customer Premises Equipment), which can be installed in various indoor locations for user convenience. Outdoor CPE has the advantage of higher performance but requires external antenna installation and the installation of separate cables to deliver power and data, resulting in higher installation and device costs. On the other hand, Indoor CPE, while having the disadvantage of impaired wireless reception due to the scattering and attenuation of external radio signals, offers ease of installation without the need for external antennas or additional cabling work, which results in lower installation and device costs.

Notably, with speeds exceeding Gbps and network latency of 1ms or less, 5G communication technology has faster data throughput and reduced delay compared to wired communication options like DSL or cable. Moreover, the deployment of 5G networks for FWA is facilitated by the presence of existing 5G infrastructure developed by mobile network operators for smartphones. This has prompted numerous prominent mobile service providers to view 5G-based FWA as a new growth driver, in contrast to saturation in the mobile phone market, leading to substantial anticipated subscriber expansion.

Business Development Overview

The Fourth Industrial Revolution is rapidly unfolding worldwide, driven by the increasing adoption of key enabling communication technologies such as 4.5G, 4.75G, and 5G wireless networks. This growth has led to the emergence of a high-speed wireless internet-based 4.5G/4.75G/5G Wireless Broadband market and related wireless devices and chipsets. GCT specializes in providing baseband modems, RF chipsets, and

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protocol software that enable stable communication on 4.5G/4.75G/5G wireless carrier networks. Wireless modems consist of both hardware components, such as RF transceivers and baseband modems, and software responsible for modem operation, protocol processing and system operation. These elements must work together seamlessly to deliver optimal performance and solutions, making this a critical technology for the Fourth Industrial Revolution. However, there are very few companies globally that can commercialize these technologies, given their high complexity and technological barriers. GCT has continuously focused on wireless communication product development since its establishment, and believes its core technologies and compatibility testing capabilities acquired during the development and sale of its competitive wireless communication chipsets are unique and not easily duplicated by new entrants in the market. Thus, GCT has secured a strong competitive position by providing competitive and optimized solutions in the mobile communication market where diverse generations of technology coexist.

GCT possesses essential core technologies for enhancing the wireless data communication capabilities of competitive 4G/4.5G/4.75G/5G chipsets. GCT commercialized wireless communication chipset technology using four or eight multiple antennas to achieve outstanding performance improvements in speed, coverage expansion, and interference reduction, earning recognition from top global carriers. GCT introduced the 4x4 MIMO 4.5G chipset technology with four antennas in Japan, followed by commercialization of eight-antenna products in the United States and Europe. RF/modem chipset technology using multiple antennas is particularly vital for FWA services that require stable data communication without interruptions in fixed locations. In countries and regions where it is challenging to install high-speed wired networks, such as optical fiber, due to geographical, technical and economic reasons, Wireless Broadband FWA using 4G and 5G is an increasingly cost-efficient alternative. This service is rapidly expanding worldwide as a core component of the Fourth Industrial Revolution.

GCT has successfully commercialized competitive wireless communication chipset products, including 4G/4.5G/4.75G, by actively adapting to the evolution of new wireless standard technologies and developing specialized technologies, such as multi antenna modem chipsets, in close collaboration with major carriers worldwide. In addition, GCT has taken a proactive role in chipset certification and product validation processes required for stable operation on wireless networks, which allows GCT to gain further credibility from major carriers.

GCT has successfully developed and commercialized chipsets for various product categories corresponding to 4G, 4.5G and 4.75G including LTE-based IoT chipsets. In collaboration with a leading worldwide wireless operator (the “Operator”), GCT is currently developing competitive and innovative 5G chipsets that support 5G sub-6GHz and mmWave spectrums. GCT has established a close relationship with the Operator for over 12 years. In 2019, GCT entered into a Joint Development Agreement (“JDA”) with the Operator for the design and development of 5G chipsets for FWA, mobile broadband and modules. Pursuant to the JDA, GCT agrees to perform certain services for and collaborate with such Operator to develop semiconductor chipsets, software and related reference designs, and then supply such items to the Operator and its suppliers. Under the JDA, GCT is required to perform certain services to achieve specified development milestones, and the Operator is required to pay a one-time payment to GCT upon achievement of each milestone. The JDA also includes other terms with respect to the supply of chipsets, including most favored status protection for the Operator and its suppliers and certain rebate fees based on worldwide sales of chipsets developed under the JDA. GCT also agrees to grant the Operator various non-exclusive, non-terminable licenses for the use of certain source code and work product developed under the JDA, provided that GCT retains all worldwide rights, title and interest in and to all intellectual property rights embedded and contained in the chipsets provided to the Operator.

The JDA includes customary representations, warranties and covenants and has an initial term of three (3) years, and thereafter automatically renews for one-year period at each annual anniversary of the effective date of the JDA unless written notice not to renew is provided by the parties 90 days prior to the expiration date. In addition, the Operator may terminate the JDA (i) at any time upon written notice to GCT; (ii) if GCT’s business is materially changed by sale of its business, transfer of control of its outstanding stock, merger or otherwise to a competitor of the Operator; or (iii) immediately upon written notice if there is a material breach of the JDA by GCT and GCT fails to cure such breach after 30 days.

As part of this arrangement, GCT is applying the same multiple antenna reception technology to its 5G chipsets that received recognition from top carriers worldwide for 4G, 4.5G and 4.75G products. GCT

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plans to offer three different 5G chipset solutions, taking into account various market demands for performance, functionality, and price ranges, similar to its existing 4G LTE products. Additionally, GCT differentiates itself from the dominant chipset provider in the market by providing customized solutions tailored to the specific needs of wireless carriers.

GCT’s wireless communication chipsets can be used in virtually all Wireless Broadband data devices driving the Fourth Industrial Revolution, excluding smartphones. These terminal devices that can use GCT’s wireless communication chipsets include essential customer premise equipment (“CPE”) for all Wireless Broadband FWA services and mobile routers (“MiFi”) that offer wireless internet connections sharing via WiFi, even while on the move. GCT chipsets can also be adopted into devices such as laptops and tablets, card-type modules that provide communication functionality for IoT and industrial applications, wireless monitoring equipment and wireless smart meters. In addition, GCT plans to expand its product lineup continuously to support 5G chipsets for future applications such as vehicle-to-everything standard (“C-V2X”), 5G-based satellite communication (Non-Terrestrial Network) and 5G-based IoT standard (RedCap), which can create additional markets with comparable volume to existing broadband markets.

GCT is one of only a handful of remaining companies worldwide with commercially proven 4G LTE & 5G solutions, leveraging leading-edge multi-antenna modem technology to provide differentiated solutions to wireless operators. High barriers to entry, market pushback against incumbents and political sanctions against certain offshore suppliers have led to few reliable alternatives for 4G/5G modem chipset suppliers. These factors have created a timely opportunity for GCT to expand rapidly. GCT plans to maintain collaboration with its existing 4G Wireless Broadband FWA device manufacturers and partners as they transition to 5G. In the 5G space, GCT is considered an alternative solution provider with competitive pricing, as other options are limited except for the high-priced products of the top-ranked supplier In particular, for medium-sized FWA device manufacturers, choosing the leading chipset supplier can create a significant cost burden as it often requires large upfront licensing fees and ongoing royalty payments, after commercialization. GCT’s strategy is to offer the advantage of lower initial licensing costs and no additional licensing fee after commercialization. Moreover, having previously adopted GCT’s 4G solution and successfully commercializing it, FWA device manufacturers may find ease and convenience in seamless transition to GCT’s 5G solution. In particular, the strong core technologies offered by GCT, such as the eight-antenna reception technology for improved efficiency and network coverage expansion, are highly recognized and needed by many wireless carriers and FWA device manufacturers. This can serve as significant motivation for wireless carriers and FWA device manufacturers to adopt GCT’s 4G/5G chipsets.

GCT Competitive Strengths

GCT believes the following competitive strengths enable it to be a strong 4G and 5G wireless semiconductor provider by effectively addressing the challenges faced by customers:

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A strong track record of 4G execution:   GCT was one of the first suppliers of 4G LTE chipsets for commercialization in many devices including smartphone, USB dongles, embedded wireless modem and CPE products. Also, GCT was the first provider of 4.5G 4x4 MIMO LTE chipsets for commercialization in 2015. This history as a proven supplier provides strong commercial and technology foundations to build upon to secure GCT’s position as a leading 5G supplier.

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GCT’s proprietary multi-antenna technology:   GCT was the first eight-antenna LTE solution provider which is uniquely suited to relieve carriers’ looming network overloads arising from rapid FWA adoption. GCT believes this technology is prized by network operators given that it enables lower infrastructure costs and improved service. GCT believes it is one of the only suppliers with an eight-antenna solution in entry-level baseband/RF chipsets, positioning it uniquely in the marketplace.

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Multi-User (“MU”)-MIMO is a network capacity enhanced solution to support multiple UEs (User Equipment such as CPE) with multiple beams from the base station and is usually implemented with Massive-MIMO architecture. MU-MIMO provides the peak throughput for the whole network while Single-User (SU)-MIMO provides the peak throughput only for a single user. The best way to implement MU-MIMO is to use Massive-MIMO architecture with multiple antenna array at the base station, which can provide high spectrum efficiency through large multiplexing gain as well as antenna array gain. In MU-MIMO, beam control by the base station is not always perfect. As such, the dedicated beam to a specific UE can cause interference to another adjacent UE nearby. This can result in performance degradation unless there is an appropriate interference cancellation technology on the UE side. GCT’s Multi-Antenna Modem provides superior interference cancellation performance on the UE side, even in the harsh MU-MIMO environment with multiple adjacent EUs, by utilizing eight-antenna reception technology implemented in GCT’s cost-effective dedicated hardware modem engine.

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Longstanding relationships with Tier 1 and Tier 2 network operators worldwide:   GCT enjoys relationships with a global stable of network operators, who in some cases have done business with the Company for over a decade. These trusted relationships are central to GCT’s 5G business plan and its expectations of meaningful deployments in the United States as well as in Europe and Asia. Some of these customers have actively contributed to funding and defining GCT’s 5G roadmap in order to obtain strategic access to mission-critical components. In addition to network operators, GCT has longstanding relationships with ODMs and OEMs who in turn play a critical supply chain function for operators. GCT believes its proven ability to deliver products to specs and on time positions it favorably as the Company deploys its 5G portfolio.

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Highly differentiated & innovative modem architecture:   Unlike traditional DSP-based modem solutions, GCT employs a scalable modular modem design based on optimized data-flow dedicated hardware engines, which provides scalable products with optimized cost structure without the de-featuring approach that other competitors usually take. Adoption of innovative, scalable 5G modern architecture to expand different product SKUs with minimum design effort and cost allows GCT to use cheaper wafer process nodes without trading off performance and complexity.

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Deep knowledge and expertise on wireless system-level architecture and signal processing:   GCT engineering has deep and end-to-end knowledge and expertise on wireless system-level architectures and networks in relation to a broad range of wireless technologies including Wi-Fi, 4G/5G LTE and IoT. This enables GCT to serve as a trusted advisor and partner to wireless carriers, OEMs and infrastructure vendors to optimize the performance of their 4G/5G devices and networks.

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Fully integrated 4G/5G solutions:   GCT provides the industry with highly integrated 4G/5G system-on-chips, or SoCs, integrating not only the baseband modem and RF but also the application CPU for networking function, which is an essential feature of FWA and can save on total solution cost by eliminating an extra network processor or interface ASIC in the platform.

Products

GCT has developed and commercialized a portfolio of 4G semiconductor solutions to address a variety of applications and market segments from high performance 4.75G (CAT12) solution to low power, low performance 4G IoT (CAT-M1/NB1). GCT offers baseband modem solutions to encode and decode data based on 4G protocols that serve as the core wireless processing platform for a 4G device; RF transceivers to transmit and receive wireless transmissions; and highly integrated SoC solutions that combine these and other functions into a single die or package. GCT SoC solutions integrate the baseband modem and RF transceiver functions, and in some cases, with an applications processor and memory. This advanced level of integration reduces the size, cost, design complexity, and power consumption of the 4G solution. All of GCT’s baseband modem SoC products are provided with comprehensive software, including relevant source code, to enable manufacturers to efficiently integrate GCT solutions into their devices in a wide variety of environments. In addition, GCT provides customers with design support. This includes reference designs that specify recommended methods for interconnecting GCT chips to peripheral devices, such as host processors, memory and RF front-end components. Further, GCT provides customers with a warranty that GCT solutions are free from defects in materials and workmanship and will operate in material conformance with the provided specifications, entitling the customer to have the defective product repaired or replaced.

In addition to GCT’s various 4G LTE solutions that are currently available to GCT’s customers, GCT also has a number of 5G NR solutions in development that are expected to become available during 2024. GCT’s products, including the expected availability of those products currently in the design stage of development, are summarized in the table and future roadmap below.

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Technology	Product	Type	Function	Expected Availability	Key Features
4G	GDM7243S	CAT1/4	RF+BB	NOW	Integrated DRAM, multi-band RF
	GDM7243ST	CA1/4	RF+BB	NOW	Integrated DRAM, 400MHz~3.8GHz
	GDM7243SL	CAT1/4	RF+BB	H2 2024	Enhancement features
	GDM7243Si	CAT1	RF+BB	H2 2024	Cost optimization integrating RAM/ROM
	GDM7243i	CAT-M1/​NB1	RF+BB	NOW	eMTC/NB-IoT
	GDM7243iX	CAT-1/M1/​NB1	RF+BB	H2 2024	Combo CAT1 + eMTC/NB-IoT
4.5G	GDM7243Q	CAT-5/6/7	RF+BB	NOW	2CA, 4x4MIMO, Integrating DRAM
	GDM7243QT	CAT-5/6/7	RF+BB	NOW	2CA, 4x4MIMO, 600MHz~3.8GHz RF
4.75G	GDM7243A	CAT-12/15	RF+BB	NOW	4CA, 4x4MIMO, 256QAM
	GDM7243AU	CAT-12/15	RF+BB	NOW	4CA, 4x4MIMO, 256QAM, 600MHz~6GHz
	GRF7243AU	—	BB	NOW	600MHz~6GHz, 4Rx/2Tx
5G	GDM7259X	FR1, FR2, CAT19	BB	H2 2024	8Rx/4Tx, 8CA, 400MHz FR1, 800MHz FR2
	GRF7259NR	—	RF	H2 2024	16Rx/4Tx, 400MHz~7GHz RF
	GRF7255IF	—	RF	H2 2024	2Rx/2Tx, 800MHz BW, 7~9GHz IF
	GDM7265X	FR1, FR2, CAT15	BB	H2 2024	8Rx/4Tx, 4CA, 200MHz FR1, 400MHz FR2
	GRF7265NR	—	RF	H2 2024	8Rx/2Tx, 400MHz~7GHz RF
	GDM7262X	FR1, FR2, CAT15	BB	H2 2024	8Rx/2Tx, 2CA, 100MHz FR1, V2X/NTN
	GDM7235X	Redcap, CAT1	RF+BB	2025	2Rx/2Tx, FR1

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Seasonality

Wireless communication chipsets for FWA devices or industrial IoT modules typically have a relatively long lifespan because they are closely tied to network deployments, which are not easily changed due to significant capital expenditures. However, semiconductor solution sales can be subject to fluctuations over time due to the cyclicality inherent in the semiconductor industry and the supply and demand characteristics specific to this industry. GCT anticipates that these cyclical conditions will persist. While GCT has not observed a firmly established pattern of seasonality, business activities in Asia tend to slow down in the first quarter of each year during the Lunar New Year period. This is consistent with potential first quarter softness that other semiconductor suppliers experience in the consumer electronics space as a result of the fourth quarter holiday season (specifically the period from the last week of November to the second week of January). This slowdown could potentially impact GCT’s sales and operational results during that the first quarter period.

Regulation

GCT conducts reviews for all products from the early stages of development to determine whether they qualify as strategic items according to the U.S. Department of Commerce’s regulations. GCT prepares relevant documentation and submits it to the U.S. Department of Commerce for evaluation. The U.S. Department of Commerce reviews the items for Export Administration Regulations (“EAR”) compliance and ultimately assigns an Export Control Classification Number (“ECCN”) for the product, which is required for the export and shipment of products during both the manufacturing process and final product delivery. By attaching the relevant ECCN, GCT can ensure smooth movement and transportation without any issues. When an ECCN for a commercial product is classified as a strategic item, it may be subject to stricter export regulations. Therefore, if there is a perceived trend toward easing the classification approval by the U.S. Department of Commerce, GCT will seek re-evaluation for previously approved products that were classified as strategic items. GCT aims to have these products reclassified as non-strategic items to minimize regulatory constraints on export activities.

Wireless devices equipped with GCT modem chipsets must undergo formal certification through official regulatory bodies, as well as specific testing and field verification by network operators before they can be approved for sale by those operators or approved for use on the operators network. Beyond the standard reliability testing for products, all critical aspects related to the performance and functionality of wireless devices are managed and executed by GCT’s modem chipsets and software. Therefore, the completeness of the solution provided by GCT is considered the most essential factor in the commercialization process. GCT offers chipset solutions that comply with radio certification regulations in different countries. Furthermore, leading mobile operators often implement their own product certification processes to ensure network security, performance optimization, and efficiency. In some cases, particularly with major operators, they may enforce the use of certified chipsets only in their products, even before product certification. GCT has collaboratively engaged with major operators in North America and Asia on multiple occasions to facilitate chipset certification This cooperation has resulted in successful chipset certifications with various operators, including Verizon, AT&T, T-Mobile, US Cellular, KDDI, SoftBank in Japan, and the three major telecom operators in South Korea. GCT continues to pursue ongoing certification for its evolving chipsets to ensure compliance with regulatory and operator requirements, and to make adoption by ODM and OEMs as carefree as possible.

Competition

GCT believes that its competitive strengths will enable GCT to compete favorably in the 4G and 5G markets. Companies in this industry primarily compete on the following elements: functionality, form factor and cost; product performance, as measured by network throughput, signal reach, latency and power consumption; track record of providing high-volume deployments in the industry; and systems knowledge.

Companies offering wireless modem chipset can be categorized into those primarily focused on wireless modem chipsets for smartphones and those, like GCT, dedicated to wireless modem chipsets for wireless broadband applications including FWA CPE, mobile routers and modules. Qualcomm and HiSilicon, for example, offer wireless modem chipsets for both smartphones and wireless broadband applications. In the mid and low-end 4G wireless broadband market, there are Qualcomm, GCT, MediaTek , HiSilicon and

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Sequans among others. However, in the high-speed 4G LTE space, such as 4.75G and 5G wireless broadband market, chipsets are primarily offered by Qualcomm, GCT and MediaTek, while Samsung LSI concentrates only on modem chipsets for smartphones (most notably the Samsung Galaxy line). HiSilicon has encountered difficulties in its modem business due to political sanctions, and companies like Sequans are limited to lower end IoT chipset developments.

GCT establishes high technology barriers by offering highly integrated solutions incorporating RF transceivers, baseband modems, and protocol software. In this field, any issues in either the hardware or software components can impede the progress towards actual commercialization. While some specific components can be sourced through external intellectual property (“IP”) providers, there are no IP companies that can provide turn-key integrated solutions. Consequently, GCT believes it is highly unlikely for others to replicate all of these hardware and software components, insulating GCT from competition by newcomers, startups, and other risk factors. A recent example of the challenges in wireless communication chipsets development, including baseband modem development, can be seen in Apple’s experience in this space. In their pursuit of 5G modem development, Apple has acquired the entire modem development division of Intel, emphasizing that independent development alone is not feasible. Even after acquiring Intel’s modem development division, Apple still ostensibly faces obstacles in development and still primarily relies on Qualcomm’s modem products.

Accordingly, due to the combined impact of high barriers to entry, market pushback against large incumbents with excessive market power or political sanctions against certain offshore suppliers, there are few reliable alternatives for 4G/5G modem chipset suppliers and this has created a timely opportunity for GCT to expand rapidly. This has also provided GCT with high scarcity value as one of only a handful of remaining companies worldwide with commercially-proven 4G LTE and 5G solutions.

Customers

GCT maintains close relationships with wireless carriers and with OEMs and ODMs who supply devices to those carriers and their end users. GCT does not typically sell chipsets directly to wireless carriers. GCT’s sales are conducted on a purchase order basis with OEMs, ODMs, contract manufacturers or system integrators, and distributors who provide certain customer communications, logistics and customer support functions.

Sales and Marketing

GCT’s sales efforts are focused on securing design wins at leading OEMs and ODMs for wireless broadband devices. GCT works closely with key players across the 4G/5G wireless broadband industry to understand their requirements and enable them to certify and deploy 4G/5G solutions in high volume. GCT’s sales force is organized regionally to provide account management and customer support functions as close to customer physical locations as practical. GCT has a direct sales force consisting of five individuals serving GCT OEM and ODM customers in the Asia-Pacific region, including Taiwan, China, Korea and Japan, Europe, North America and South America. In China, Taiwan, Japan and Korea, GCT supplements its direct sales team with local distributors and sales representatives who handle certain customer communications, logistics and customer support functions. The headquarters and regional sales teams maintain close relationships with customers, identify distributors, and are responsible for the distribution of GCT products. They also provide education and support for products, including maintenance. These teams handle customer orders, issue quotations, and negotiate prices.

When customers intend to use GCT chips for product development, GCT ensures that technical support from its in-house experts is readily available to them. To address potential concerns or challenges in the production and sales processes, GCT connects customers with its internal technical teams to resolve any issues promptly, ensuring that they do not hinder the timely realization of revenue. Additionally, GCT collects real-time information from customers to facilitate monthly demand forecasts and maximize quarterly sales performance.

GCT’s sales force is complemented by a team of field applications engineers (“FAEs”) that assists customers in solving technical challenges during the design, manufacturing implementation and certification phases of a customer’s product life cycle. This high-touch approach allows GCT to facilitate the successful

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certification and acceptance by the wireless carriers of GCT customers’ products, which speeds time-to-market for GCT customers and reinforces GCT’s role as a trusted advisor to its customers.

GCT’s sales cycles typically take 12 months or more to complete and its solutions are generally incorporated into its customers’ products at the design stage. Prior to an end customer’s selection and purchase of GCT solutions, GCT’s sales force and FAEs provide GCT end customers with technical assistance in the use of GCT solutions in their products. Once a GCT solution is designed into a customer’s product offering, it becomes more difficult for a competitor to sell its semiconductor solutions to that end customer for that particular product offering given the significant cost, time, effort and risk involved in changing suppliers. In addition, GCT believes that upon achieving a particular design win with a customer, its ability to achieve other design wins with that same customer increases significantly.

GCT’s marketing strategy is focused on enabling broad adoption of 4G/5G solutions and communicating GCT’s technological advantages to the marketplace with a focus on wireless carriers. This includes building awareness of and preference for GCT’s technology at wireless carriers who generate demand for 4G/5G-enabled devices. By working to understand carrier services strategies, device roadmaps and technical requirements, GCT believes it is better positioned to drive its roadmap to meet these needs, to influence carriers’ choice of technology suppliers, and to identify manufacturers in the wireless industry who are best prepared to serve the needs of the wireless carrier.

The GCT marketing team is also responsible for product management, strategic planning, product roadmap creation, OEM, ODM and wireless carrier business development and corporate communications. All of these functions are aimed at strengthening the competitiveness of GCT solutions in response to evolving industry needs and competitive activities, and at articulating the value proposition of GCT technology throughout the 4G/5G broadband wireless industry. GCT’s sales and marketing organizations work closely together to ensure that evolving industry requirements are reflected in GCT product plans, and that customers have early access to GCT roadmaps and can communicate the value of GCT technology to the wireless carriers. This end-to-end value chain management approach is designed to preserve and grow GCT’s market share in the segments it serves. Based upon successful execution of its sales and marketing strategy, GCT has established a long history of successful commercialization as shown below.

Intellectual Property

GCT relies on a combination of intellectual property rights, including patents, trade secrets, copyrights and trademarks, and contractual protections, to protect GCT’s core technology and intellectual property. As of September 30, 2023, GCT holds approximately 100 patent rights in relation to 5G/4G and next-generation wireless communication semiconductor technology. GCT’s patent portfolio consists of modem

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design-related technologies (44 items, 44%), which includes multi-antenna solution for modular modem design and interference cancellation technology, system impairment (such as IQ mismatch) calibration technology, communication system technology and signal processing modem technology, RF transceiver technologies (28 cases, 28%), frequency synthesis technologies (25 cases, 25%), and other wireless related technologies (3 cases, 3%).

Most of the issued patents have been already applied to GCT’s commercial products. Among those patents, there are three key aspects: multi-antenna modem solution which provides scalable, module modem core design technology and base line architecture of GCT 4G and 5G modem; impairment calibration technology to compensate system impairment from direct-conversion RF and analogy parts, such as I/Q imbalance and carrier leakage, calibration technology; and RF transceiver architecture and related circuit technology for CMOS direct-conversion RF technology. In addition to GCT’s U.S. patents, patents have been issued in multiple countries where production facilities, product markets, and competitors are located. As of September 30, 2023, GCT holds 35 US patents, 35 Korean patents, 13 Taiwanese patents, 4 Japanese patents 6 Chinese patents, and 7 patents issued in other countries.

In July 2020, GCT entered into a research and development agreement (the “Samsung Agreement”) with Samsung Electronics Co., Ltd (“Samsung”), pursuant to which Samsung agreed to provide GCT with certain development support and intellectual property license, mass production set up support, including mask sets for manufacturing and engineering sample chip supply, and such support enables GCT to develop and produce 5G chip sets for its customers. The total amount of fees payable by GCT to Samsung under the Samsung Agreement is $21.1 million, consisting of $11.7 million to be paid upon achievements of certain development milestones over time and $9.4 million additional NREs (non-recurring engineering) to be paid within maximum 4 years after planned product first shipment date.

Manufacturing

GCT operates a fabless semiconductor business model and uses third-party foundries and assembly and test vendors to manufacture, assemble and test its semiconductor solutions. The Company’s foundry vendors are Samsung Foundry, UMC and TSMC. From Samsung Foundry, GCT currently uses 28nm mixed-signal and digital CMOS production processes for 4G baseband modem, and 8nm technology for 5G baseband modem products. which are under development. The use of these commercially available standard processes enables GCT to produce its products more cost-effectively and, by migrating to lower process geometries, GCT expects to achieve advantages in cost, size and power consumption. Particularly, given the fact that foundry companies, which can provide the leading-edge foundry technology for fabless semiconductor companies to access, are very few and practically limited to TSMC and Samsung Foundry in this market, it is very important for GCT to establish close relationships with such foundry companies. Currently, GCT and Samsung Foundry enjoy a mutually beneficial foundry relationship providing secure access to leading-edge technology and manufacturing capacity as GCT’s 5G business ramps.

From UMC, GCT currently uses 110 RF production process for 4G RF only, and 40nm RF, mixed-signal and digital CMOS production processes for 4G baseband, 4G RF and 5G RF. From TSMC, GCT currently uses 40nm RF, mixed-signal and digital CMOS production processes for 4G RF only.

GCT uses Hana Micron and Amkor Technology for most of its assembly and testing. GCT conducts extensive simulation, practical application and standardized test bed studies to validate and verify its products.

GCT closely monitors the production cycle from wafer to finished goods by reviewing electrical parameters, manufacturing processes and test yield data. GCT also runs routine reliability monitoring programs to ensure long term product reliability. This enables GCT to operate certain test processes on demand to reduce the time-to-market for its products and to help ensure their quality and reliability. GCT and all of GCT’s outsourcing partners have implemented and adhered to the quality management system and environmental management system as required by ISO 9001:2015 and ISO 14001:2015 across the organization. This has enabled the establishment of a robust quality assurance system for production and products, securing trust from GCT’s customers. GCT is also proactively responding to the strengthening of international environmental regulations and meeting market demands.

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Human Resources

As of October 31, 2023, GCT had 108 full-time employees, of whom 87 were located in Korea, 14 were in the United States, three were in Taiwan, two were in China and one were in each of Hong Kong and Japan. These employees include 68 in research and development, 16 in sales and marketing, 18 in general and administration and 6 in operations. Management considers labor relations to be positive. GCT also contracts with independent contractors and consultants.

Facilities

GCT’s principal executive offices are located in San Jose, California, and consist of approximately 5,900 square feet under a lease that expires in October 2026. This facility accommodates GCT’s product marketing and finance and administrative activities as well as a small research and development team. GCT has a 56,500 square-foot facility in Seoul, Korea, which accommodates a research and development center under a lease expiring in December 2023 that renews annually. GCT has a 1,200 square-foot facility in Taipei, Taiwan, which houses sales and technical support personnel, under a lease that expires in May 2024. GCT also has a 1,200 square-foot facility in Shanghai, China for sales and technical support personnel under a lease that expires in July 2024 and a 1,200 square-foot facility in Shenzhen, China, which accommodates sales and technical support personnel, under a lease that expires in May 2025.

GCT does not own any real property. GCT believes that its leased facilities are adequate to meet its current needs and that additional facilities will be available on suitable, commercially reasonable terms to accommodate any future needs.

Legal Proceedings

From time to time, GCT may become involved in legal proceedings arising in the ordinary course of business. GCT is not currently a party to any material legal proceedings, the outcome of which, if determined adversely to GCT, would individually or in the aggregate have a material adverse effect on GCT’s business, consolidated operating results, financial condition or cash flows.

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EXECUTIVE COMPENSATION OF GCT

This section discusses the material components of GCT’s executive compensation program including a narrative description of the material factors necessary to understand the information disclosed in the “Summary Compensation Table” below. Concord III currently qualifies, and New GCT will qualify, as an “emerging growth company” within the meaning of the Securities Act for purposes of the SEC’s executive compensation disclosure rules. In accordance with those rules, GCT has opted to comply with the executive compensation disclosure rules applicable to “smaller reporting companies” as such term is defined in the rules promulgated under the Securities Act, which require compensation disclosure for GCT’s principal executive officer and its two other most highly compensated executive officers other than the principal executive officer whose total compensation for the year ended December 31, 2023 exceeded $100,000 and who were serving as executive officers as of December 31, 2023. These individuals are referred to as GCT’s “named executive officers.”

For 2023, GCT’s named executive officers were:

•

John Brian Schlaefer, Chief Executive Officer

•

David Yoon, Vice President of Finance

•

Alex Sum, Vice President of Sales and Marketing

Summary Compensation Table

The following table sets forth information for the years ended December 31, 2023 and December 31, 2022, regarding compensation awarded to, earned by or paid to GCT’s named executive officers.

Name and Principal Position	Year		Salary ($)(1)		Stock Awards ($)(2)		All Other Compensation ($)(3)		Total ($)
John Brian Schlaefer Chief Executive Officer	​	2023	​	373,333	​	78,844	​	8,155	​	460,332
	​	2022	​	337,500	​	0	​	9,728	​	347,228
David Yoon Vice President of Finance	​	2023	​	285,000	​	50,520	​	7,506	​	343,026
	​	2022	​	285,000	​	0	​	8,931	​	293,931
Alex Sum Vice President of Sales and Marketing	​	2023	​	296,517	​	32,890	​	5,272	​	334,679
	​	2022	​	263,600	​	0	​	7,888	​	271,488

(1)

Includes deferred base salary that will be paid at or following Closing.

(2)

The amounts in this column represent the grant date fair value of the restricted stock unit awards granted during 2023 determined in accordance with FASB ASC Topic 718 without taking into account any estimated forfeitures related to service vesting conditions. Assumptions used in the calculation of these amounts are described in Note 9 to GCT’s consolidated financial statements included in this proxy statement/prospectus.

(3)

The amounts in this column represent 401(k) matching contributions and group term life insurance premiums.

Narrative to the Summary Compensation Table

Our compensation program for our named executive officers is comprised of base salary and periodic equity awards under the GCT Amended and Restated 2011 Incentive Compensation Plan (the “2011 Incentive Compensation Plan”) described below. Historically, the equity awards granted to the named executive officers has consisted of stock options under the 2011 Incentive Compensation Plan. On December 11, 2023, each named executive officer was granted a restricted stock unit award under the 2011 Incentive Compensation Plan. For a description of the stock options and restricted stock unit awards granted to the named executive officers, please see the “Outstanding Equity Awards” table below. GCT’s named executive officers are eligible to participate in our perquisites and benefits on the same basis as our employees, including health and welfare benefits and a 401(k) program.

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Amended and Restated 2011 Incentive Compensation Plan

The 2011 Incentive Compensation Plan was adopted by GCT’s board of directors and approved by its stockholders on May 5, 2011. The 2011 Incentive Compensation Plan permits the grant of options, stock awards, and restricted stock unit awards. The maximum aggregate number of shares of GCT Common Stock that may be issued under the 2011 Incentive Compensation Plan is 16,747,041 shares, subject to adjustment as provided therein. GCT’s compensation committee of the board of directors administers the 2011 Incentive Compensation Plan and has the authority, among other matters, to construe and interpret the terms of the 2011 Incentive Compensation Plan and awards granted thereunder.

Upon the Closing, the 2011 Incentive Compensation Plan will be terminated and the New GCT will not grant any further awards under such plan. However, the outstanding awards under the 2011 Incentive Compensation Plan will be assumed and continued in connection with the Business Combination.

GCT 2024 Incentive Award Plan

In connection with the Business Combination, New GCT’s board of directors intends to adopt the GCT 2024 Incentive Award Plan subject to approval by stockholders, under which New GCT may grant cash and equity incentive awards to eligible service providers in order to attract, motivate and retain the talent for which GCT competes, which is essential to GCT’s long-term success. The GCT 2024 Incentive Award Plan will become effective on the Closing Date. For additional information about the GCT 2024 Incentive Award Plan, please see “The Incentive Award Plan Proposal” in this proxy statement/prospectus.

Outstanding Equity Awards at December 31, 2023

The following table presents information regarding outstanding equity awards held by GCT’s named executive officers as of December 31, 2023. All awards were granted under the 2011 Incentive Compensation Plan.

​

Option Awards

Stock Awards

Name

Number of securities underlying unexercised stock options (#) Exercisable(1)

Number of securities underlying unexercised stock options (#) unexercisable

Stock option exercise price ($)

Stock option expiration date

Number of shares or units of stock that have not vested(7)

Market Value of shares or units of stock that have not vested(8)

John Brian Schlaefer Chief Executive Officer

​

​

​

—

​

​

​

​

​

​

68,560

​

​

​

​

—

​

​

​

​

​

​

​

​

​

190,990(2)

​

—

​

$

0.02

​

2/23/2025

​

​

​

​

150,950(3)

​

—

​

$

0.02

​

3/14/2028

​

​

​

​

115,300(4)

​

—

​

$

0.02

​

4/19/2029

​

​

​

​

270,000(5)

​

—

​

$

0.02

​

6/8/2030

​

​

​

David Yoon Vice President of Finance

​

​

​

—

​

​

​

​

​

​

43,930

​

​

35,000(2)

​

—

​

$

0.02

​

2/23/2025

​

​

​

​

50,500(3)

​

—

​

$

0.02

​

3/14/2028

​

​

​

​

72,500(4)

​

—

​

$

0.02

​

4/19/2029

​

​

​

​

110,000(5)

​

—

​

$

0.02

​

6/8/2030

​

​

​

​

100,000(6)

​

—

​

$

0.02

​

11/4/2031

​

​

​

Alex Sum Vice President of Sales and Marketing

​

​

​

—

​

​

​

​

​

​

28,600

​

​

​

​

—

​

​

​

​

​

​

​

​

​

71,000(2)

​

—

​

$

0.02

​

2/23/2025

​

​

​

​

74,000(3)

​

—

​

$

0.02

​

3/14/2028

​

​

​

​

72,500(4)

​

—

​

$

0.02

​

4/19/2029

​

​

​

​

50,000(5)

​

—

​

$

0.02

​

6/8/2030

​

​

​

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(1)

All stock options are exercisable immediately, subject to a repurchase right in favor of GCT which lapses as the option vests. All options vest with respect to 25% of the option shares upon completion of one year of service and with respect to the remaining shares in 36 equal successive monthly installments upon completion of each month of service thereafter.

(2)

The option was granted on February 23, 2015 and is fully vested.

(3)

The option was granted on March 14, 2018 and is fully vested.

(4)

The option was granted on April 19, 2019 and is fully vested.

(5)

The option was granted on June 8, 2020 and vests with respect to (i) twenty-five percent (25%) of the shares upon completion of one (1) year of service measured from January 1, 2020 and (ii) the balance of the shares subject to the option in a series of thirty-six (36) successive equal monthly installments upon completion of each additional month of service over the thirty-six (36)-month period measured from January 1, 2021.

(6)

The option was granted on November 4, 2021 and vests with respect to (i) twenty-five percent (25%) of the shares upon completion of one (1) year of service measured from January 1, 2021 and (ii) the balance of the shares subject to the option in a series of thirty-six (36) successive equal monthly installments upon completion of each additional month of service over the thirty-six (36)-month period measured from January 1, 2022.

(7)

The restricted stock unit awards were granted on December 11, 2023 and are subject to a time-vesting and a liquidity event vesting requirement, the latter of which is expected to be satisfied by the Closing. The time-vesting requirement is satisfied upon completion of each year of service over the 4-year period measured from the grant date.

(8)

Determined using $       per share, which is the fair market value of our shares as of December 31, 2023 as determined by the Board.

Employment, Termination or Change in Control Agreements

GCT has adopted an executive retention plan, pursuant to which each of GCT’s named executive officers is entitled to receive severance payments and benefits upon an involuntary termination of the officer’s employment. Should the named executive officer’s employment be involuntarily terminated by GCT without cause or by the officer for good reason at any time other than during the 12 months following a change in control of GCT, the officer will be entitled to receive (i) continued base salary for a period of 6 months, (ii) continued health care coverage for the officer and the officer’s eligible dependents for a period of 6 months, and (iii) accelerated vesting of 50% of the unvested shares subject to any outstanding equity awards. In the event that such involuntary termination occurs within 12 months following a change in control of GCT, then the officer will be entitled to receive (i) continued base salary for a period of 12 months, (ii) continued health care coverage for the officer and the officer’s eligible dependents for a period of 12 months, and (iii) full accelerated vesting of outstanding equity awards.

If any payment or benefit in connection with a change in control or the subsequent termination of a named executive officer’s employment would be subject to an excise tax under Section 280G of the Internal Revenue Code, then such payment of benefit will be reduced to the extent necessary to maximize the named executive officer’s net after tax benefits.

As a condition to the severance payments and benefits, each named executive officer must deliver a general release of all claims against GCT and its affiliates.

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Director Compensation

The following table sets forth the compensation awarded to, earned by or paid to Messrs. Robert Barker, Kukjin Chun, Hyunsoo Shin and Dr. Kyeongho Lee for services as GCT’s non-employee directors during 2023. There was no director compensation policy in place beyond the compensation and awards set forth in the following table.

Name	Fees Earned or Paid in Cash ($)			Stock Awards ($)(1)			Total ($)
Robert Barker	​	$	30,000	​	$	23,000	​	$	53,000
Kukjin Chun	​	$	30,000	​	$	23,000	​	$	53,000
Hyunsoo Shin	​	$	30,000	​	$	23,000	​	$	53,000
Dr. Kyeongho Lee	​	​	​	​	$	575,000	​	$	575,000

(1)

The amounts in this column represent the grant date fair value of restricted stock unit awards granted on December 11, 2023 computed in accordance with FASB Accounting Standards Codification Topic 718 without taking into account any estimated forfeitures related to service vesting conditions. Assumptions used in the calculation of these amounts are described in Note 9 to GCT’s consolidated financial statements included in this proxy statement/prospectus. The restricted stock unit awards are subject to a time-vesting and a liquidity event vesting requirement, the latter of which is expected to be satisfied by the Closing. The time-vesting requirement is satisfied upon completion of each year of service over the 4-year period measured from the grant date. As of December 31, 2023, our non-employee directors held the following equity awards: Mr. Barker, stock options covering 15,000 shares and restricted stock units covering 20,000 shares; Mr. Chun, stock option covering 35,000 shares and restricted stock units covering 20,000 shares; Mr. Shin, stock options covering 35,000 shares and restricted stock units covering 20,000 shares and Dr. Lee, restricted stock units covering 500,000 shares.

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GCT MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis provides information that GCT’s management believes is relevant to an assessment and understanding of GCT’s consolidated results of operations and financial condition. The discussion should be read together with the historical audited annual consolidated financial statements as of and for the years ended December 31, 2022 and 2021 and the unaudited condensed consolidated financial statements as of September 30, 2023 and for the nine months ended September 30, 2023 and 2022 and the related respective notes that are included elsewhere in this proxy statement/prospectus. The discussion and analysis should also be read together with the unaudited pro forma condensed combined financial information in the section entitled “Unaudited Pro Forma Condensed Combined Financial Information.” This discussion contains forward-looking statements based upon GCT’s current expectations, estimates and projections that involve risks and uncertainties. Actual results could differ materially from those anticipated in these forward-looking statements due to, among other considerations, the matters discussed in the sections entitled “Risk Factors — Risks Related to GCT’s Business” and “Cautionary Note Regarding Forward-Looking Statements.” Unless the context otherwise requires, all references in this section to “GCT,” the “Company,” “we,” “us,” “our,” and other similar terms refer to the business of GCT and its subsidiaries prior to the consummation of the business combination, which will be the business of New GCT following the consummation of the Business Combination.

Overview

GCT was founded in Silicon Valley, California in 1998 and is a fabless semiconductor company that specializes in the design, manufacturing and sale of communication semiconductors, including high-speed wireless communication technologies such as 5G/4.75G/4.5G/4G transceivers (“RF”) and modems, which are essential for a wide variety of industrial, B2B and consumer applications. The Company has successfully developed and supplied communication semiconductor chipsets and modules to leading wireless operators worldwide, as well as to original design manufacturers (“OEMs”) and original equipment manufacturers (“OEMs”) for portable wireless routers (e.g., Mobile Router/MiFi), indoor and outdoor fixed wireless routers (e.g., CPE), industrial M2M applications and smartphones.

The Company oversees sales, marketing and accounting operations from its headquarters in San Jose, California. The Company conducts product design, development and customer support through its fully owned subsidiaries, GCT Research, Inc. (“GCT R”) and MTH, Inc., both of which are located in South Korea. GCT R serves as the Company’s research and development center. In addition, GCT utilizes separate sales offices for local technical support and sales in Taiwan, China, and Japan.

GCT’s current product portfolio includes RF and modem chipsets based on 4G LTE technology, offering a variety of chipsets differentiated by speed and functionality. These include 4G LTE, 4.5G LTE Advanced (twice the speed of LTE) and 4.75G LTE Advanced-Pro (four times the speed of LTE) chipsets. The Company also develops and sells cellular IoT chipsets for low-speed mobile networks such as eMTC/NB- IOT/Sigfox, and other network protocols.

To date, our operations have been funded primarily through the issuance of redeemable convertible preferred stock, convertible promissory notes, borrowings and issuance of common stock.

The Business Combination

On November 2, 2023, we entered into the Business Combination Agreement with Concord III. If the Business Combination is approved by our stockholders and by Concord III’s stockholders, and the conditions outlined in the Business Combination Agreement and other customary closing conditions are satisfied or waived, GCT will merge with Merger Sub, with GCT surviving as a wholly-owned subsidiary of Concord III.

The Business Combination is anticipated to be accounted for as a reverse recapitalization. GCT will be the deemed acquiror for accounting purposes and the New GCT will be the successor SEC registrant, meaning that GCT’s consolidated financial statements for historical periods will be disclosed in New GCT’s future periodic reports filed with the SEC. Under this method of accounting, Concord III will be treated as the acquired company for financial reporting purposes. Upon consummation of the Business Combination,

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the most significant change in New GCT’s future reported financial position and results are expected to be an estimated increase in cash and cash equivalents to approximately $58.4 million in a minimum redemption scenario and to $16.3 million in a maximum redemption scenario. Total direct and incremental transaction costs of Concord III and GCT are estimated at approximately $32.3 million and will be treated as a reduction of the cash proceeds with $15.3 million deducted from additional paid-in capital for underwriting, accounting, legal and other fees, and the remaining balance is expensed in the financial reporting incurred. See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

As a result of the Business Combination, GCT will become the successor to a publicly traded company, which will require the hiring of additional personnel and implementation of procedures and processes to comply with public company regulatory requirements and customary practices. Consistent with the election initially made by Concord III, New GCT will be classified as an emerging growth company, as defined under the Jumpstart Our Business Startups Act (the “JOBS Act”), which was enacted on April 5, 2012. Upon completion of the Business Combination, New GCT will be provided certain disclosure and regulatory relief, provided by the SEC by virtue of the JOBS Act, as an Emerging Growth Company (“EGC”).

Key Factors Affecting Our Performance

We believe that our future success and financial performance depend on a number of factors that present significant opportunities for our business, but also pose risks and challenges, including those discussed in the section of this proxy statement/prospectus titled “Risk Factors.”

Commercial Deployment of 4G LTE and 5G Market

Our business depends upon the continued commercial deployment of 4G and 5G wireless communications equipment, products and services based on GCT’s technology. Deployment of new networks by wireless carriers requires significant capital expenditures, well in advance of any revenue from such networks. If the rate of deployment of new networks by wireless carriers is slower than our expectation, this will reduce the sales of its products and could cause OEMs and ODMs to hold excess inventory. This would harm our revenues and our financial results. The worldwide commercial deployment and adoption of the narrow band LTE variants, Cat M and Cat NB, are expected to expand further the markets for Internet of Things devices. If deployments of the Cat M or Cat NB standards are delayed or if competing standards for Internet of Things devices become favored by wireless carriers, we may not be able to successfully increase sales of our Cat M and Cat NB products, which would harm our revenues and financial results.

Development of new products

The markets in which we and our customers compete or plan to compete are characterized by rapidly changing technologies and industry standards and technological obsolescence. Our ability to compete successfully depends on our ability to design, develop, market and support new products and enhancements on a timely and cost-effective basis. A fundamental shift in technologies in any of our target markets, such as the 5G wireless communications markets, could harm our competitive position within these markets. Our failure to anticipate these shifts, develop new technologies or react to changes in existing technologies could delay our development of new products, which could result in product obsolescence, decreased revenue and loss of design wins.

The success of our new products will depend on accurate forecasts of long-term market demand, customer and consumer requirements and future technological developments, as well as a variety of specific implementation factors, including:

•

accurate prediction of the size and growth of the 4G and 5G markets;

•

accurate prediction of the growth of the Internet of Things markets and the timing of commercial availability of 4G and 5G networks;

•

accurate prediction of changes in device manufacturer requirements, technology, industry standards or consumer expectations, demands and preferences;

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•

timely and efficient completion of product design and transfer to manufacturing, assembly and test, and securing sufficient manufacturing capacity to allow us to continue to timely and efficiently deliver products to our customers;

•

market acceptance, adequate consumer demand and commercial production of the products in which our mobile and wireless broadband semiconductor solutions are incorporated;

•

the quality, performance and reliability of the product as compared to competing products and technologies;

•

effective marketing, sales and service; and

•

the ability to obtain licenses to use third-party technology to support the development of our products

If we fail to introduce new products that meet the demands of our customers or our target markets, or if we fail to penetrate new markets, our revenue will likely decrease over time and our financial condition could suffer.

Semiconductor and Communications Industry

The semiconductor industry has historically exhibited a pattern of cyclicality, which at various times has included significant downturns in customer demand. Cyclical downturns can result in substantial declines in semiconductor demand, production overcapacity, high inventory levels and accelerated erosion of average selling prices. Such downturns result from a variety of market forces, including constant and rapid technological change, quick product obsolescence, price erosion, evolving standards, short product life cycles and wide fluctuations in product supply and demand.

Recently, downturns in the semiconductor industry have been attributed to a variety of factors, including the COVID-19 pandemic, ongoing trade disputes between the United States and China, weakness in demand and pricing for semiconductors across applications, and excess inventory. In addition, since the end of 2022, the semiconductor industry has experienced a downturn due to inventory corrections and reduced consumer demands. These downturns have directly impacted GCT’s business, suppliers, distributors and end customers.

Because a significant portion of our expenses is fixed in the near term or is incurred in advance of anticipated sales, we may not be able to reduce our expenses rapidly enough to offset any unanticipated shortfall in revenue. If this situation were to occur, it could adversely affect our operating results, cash flow and financial condition. In addition, the semiconductor industry has periodically experienced increased demand and production constraints. As a fabless semiconductor company, GCT relies exclusively on third-party foundries, including certain major semiconductor foundries such as UMC, Samsung and TSMC, for the manufacturing and supplies of its wafer and products. GCT does not have any formal foundry agreements that guarantee minimum level of manufacturing capacity. In time of significant increasing demand for capacity, these foundries may experience production shortage and may not allocate sufficient manufacturing capacity to GCT. If this happens, we may not be able to produce sufficient quantities of our products to meet the increased demand. Any disruption in our supply chain can make it more difficulty for us to obtain sufficient wafer, assembly and test resources from our subcontract manufacturers. Any factor adversely affecting the semiconductor industry in general, or the particular segments of the industry that our products target, may adversely affect our ability to generate revenue and impact our operating results

In addition, shortage of manufacturing capacity can also impact the product development strategies of our major customers, which may in turn affect GCT’s business operation. For example, in 2022, the supply shortage caused GCT’s largest customer to change its priority on product development from 4G to the next generation 5G products, which resulted in the reduction of 4G activity and decline for demand of GCT’s products. GCT’s business is expected to increase again with this customer after we launch its 5G products and the recovery of its 4G business in 2024 as supply and inventory return to more normal level.

The wireless communications industry has, in the past, experienced pronounced downturns, and these cycles may continue in the future. A future decline in global economic conditions could have adverse, wide- ranging effects on demand for our products and for the products of our customers, particularly wireless

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communications equipment manufacturers or other members of the wireless industry, such as wireless network operators. Inflation, deflation and economic recessions that adversely affect the global economy and capital markets also adversely affect our customers and our end consumers. For example, our customers’ ability to purchase or pay for our products and services, obtain financing and upgrade wireless networks could be adversely affected, which may lead to many networking equipment providers slowing their research and development activities, canceling or delaying new product development, reducing their inventories and taking a cautious approach to acquiring our products, which would have a significant negative impact on our business. If this situation were to occur, it could adversely affect our operating results, cash flow and financial condition. In the future, any of these trends may also cause our operating results to fluctuate significantly from year to year, which may increase the volatility of the price of our stock.

Key Components of Results of Operations

Net Revenues

The timing of revenue recognition and the amount of revenue recognized in each case depends upon a variety of factors, including the specific terms of each arrangement and the nature of the underlying performance obligations. Our net revenues are comprised of the following components:

Product Revenues

Product sales are generated from the sale of mobile semiconductor products. Product revenues are recognized at a point in time once control has been transferred to a customer, which is generally at the time of shipment.

Service Revenues

Service revenues are generated from the sale of mobile semiconductor platform solutions aimed at the 4G LTE and WiMax industries, development services and technical advice and maintenance services. Service revenues are generally recognized over time as the customer obtains control of the promised services.

Cost of Net Revenues

Our cost of net revenues consists of product and service costs. The cost of product net revenues consists of direct and indirect costs related to the manufacturing of the Company’s products. Direct costs include wafer costs and costs relating to assembly and testing performed by third-party contract manufacturers. Indirect costs consist of provisions for excess and obsolete inventory, royalties, allocated overhead for employee costs and facility costs, warranty, and the amortization of the Company’s production mask sets and certain intangible assets. Shipping and handling costs incurred for inventory purchases related to the units sold and costs of product shipments are also recorded in cost of net product revenues. Service costs consist of non-recurring engineering costs for service projects.

Operating Expenses

Our operating expenses consist of the following components:

Research and Development Expenses

Our research and development (“R&D”) expenses consist of costs incurred to develop our products and services. These costs consist of personnel costs, including salaries, employee benefit costs and stock-based compensation expense for employees engaged in R&D activities, software costs, computing costs, hardware and experimental supplies, and expenses for outside engineering consultants. We expense all R&D costs in the periods in which they are incurred.

Sales and Marketing Expenses

Our sales and marketing (“S&M”) expenses consist of employee-related expenses, including salaries, commissions, employee benefits costs and stock-based compensation expense for all employees engaged in

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marketing, sales, and sales support. S&M expenses also include local and centralized advertising costs, as well as the infrastructure required to support our marketing efforts. We expense S&M costs in the reporting period incurred.

General and Administrative Expenses

Our general and administrative (“G&A”) expenses consist of various components not related to R&D or S&M, such as personnel costs, regulatory fees, promotion expenses, costs associated with maintaining and filing intellectual property, meals and entertainment expenses, travel expenses, insurance expenses, and other expenditures related to external professional services including legal, engineering, marketing, human resources, audit, and accounting services. Personnel costs include salaries, benefits, and stock-based compensation expenses. As we continue to grow and expand our workforce and operations, and in light of the increased costs associated with operating as a public company, we anticipate that our G&A expenses will rise for the foreseeable future.

Interest Income

Interest income consists of interest income and other income from our cash and cash equivalents.

Interest Expense

Interest expense consists of interest and amortization of related debt issuance costs related to our borrowings, convertible promissory notes, and interest on finance lease liabilities.

Other Income (Expense), Net

Other income (expense), net consists of foreign currency gains and losses, change in fair value of convertible promissory notes, gains and losses associated with the redemption of convertible notes, and other miscellaneous income (expense).

Provision for Income Taxes

Provision from income taxes primarily consists of income taxes in certain jurisdictions in which we conduct business, which involves estimating current tax exposures as well as making judgments regarding the recoverability of deferred tax assets in each jurisdiction. We have a valuation allowance for deferred tax assets, including net operating loss carryforwards and tax credits related primarily to research and development.

Results of Operations

The following tables set forth our results of operations for the periods presented. The period-to-period comparison of financial results is not necessarily indicative of future results.

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Comparison of the Nine Months Ended September 30, 2023 and 2022

The following table sets forth our historical results for the periods indicated, and the changes between periods (in thousands):

​	Nine Months Ended September 30,						​	​	​	​	​
​	2023			2022			$ — change			% — change
Net revenues:	​	​	​	​	​	​	​	​	​	​	​
Product	​	$	8,667	​	$	9,689	​	$	(1,022)	​	(11)%
Service	​	​	3,172	​	​	4,817	​	​	(1,645)	​	(34)%
Total net revenues	​	​	11,839	​	​	14,506	​	​	(2,667)	​	(18)%
Cost of net revenues:	​	​	​	​	​	​	​	​	​	​	​
Product	​	​	5,954	​	​	7,555	​	​	(1,601)	​	(21)%
Service	​	​	1,006	​	​	1,171	​	​	(165)	​	(14)%
Total cost of net revenues	​	​	6,960	​	​	8,726	​	​	(1,766)	​	(20)%
Gross profit	​	​	4,879	​	​	5,780	​	​	(901)	​	(16)%
Operating expenses:	​	​	​	​	​	​	​	​	​	​	​
Research and development	​	​	7,254	​	​	14,856	​	​	(7,602)	​	(51)%
Sales and marketing	​	​	2,337	​	​	2,142	​	​	195	​	9%
General and administrative	​	​	5,537	​	​	3,129	​	​	2,408	​	77%
Total operating expenses	​	​	15,128	​	​	20,127	​	​	(4,999)	​	(25)%
Loss from operations	​	​	(10,249)	​	​	(14,347)	​	​	4,098	​	(29)%
Interest income	​	​	16	​	​	1	​	​	15	​	1500%
Interest expense	​	​	(4,878)	​	​	(2,543)	​	​	(2,335)	​	92%
Other income (expense), net	​	​	2,930	​	​	1,140	​	​	1,790	​	157%
Loss before provision for income taxes	​	​	(12,181)	​	​	(15,749)	​	​	3,568	​	(23)%
Provision for income taxes	​	​	125	​	​	606	​	​	(481)	​	(79)%
Net loss	​	$	(12,306)	​	$	(16,355)	​	$	4,049	​	(25)%

Net Revenues

Net revenues decreased by $2.7 million, or 18%, for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. This change included a net decrease of $1.0 million in product sales and a decrease of $1.6 million in services revenues.

A decrease in product sales of $1.0 million relates to a $5.7 million reduction in sales of our legacy products, including 4G and 4.5G units, partially offset by a $3.6 million increase in newer products sales, including 4.75G and 5G units and reference development platforms and boards, and further offset by a $1.1 million decrease in sales return reserve due to lower estimated sales returns.

Reduction in product sales for the nine months ended September 2023 was primarily due to customer supply shortages and channel inventory corrections in the semiconductor market as the impact of COVID-19 pandemic gradually subsided. This supply shortage caused our largest customer in 2022 to change its priority on product development from 4G to the next generation 5G products, which resulted in the reduction of 4G activity and decline for demand of our products. Our business is expected to increase again with this customer after we launch our 5G products and the recovery of our 4G business in 2024 as supply and inventory return to more normal level.

Service revenues decreased by $1.6 million as several projects initiated in prior years were approaching their completion during 2023.

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Cost of Net Revenues

The cost of net revenues decreased by $1.8 million, or 20%, for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. This change included a net decrease of $1.6 million in product costs and a net decrease of $0.2 million in service costs.

The decrease in product costs of $1.6 million was primarily driven by a $2.9 million decrease in direct product costs as we sold fewer units, partially offset by a $1.1 million increase in indirect costs, including $0.7 million in allocated costs and $0.5 million in royalty and other costs.

Service costs decreased by $0.2 million due to a $0.3 million decrease in non-recurring engineering costs incurred for the three major projects nearing their completion stages in 2023, partially offset by an increase of $0.2 million from the newly initiated project.

The overall decrease in the total cost of net revenues (20%) corresponds with the decline in total net revenues (18%) for 2023. This 2% difference was primarily caused by reduced product cost, as a result of a higher percentage of platform sales in the revenue mix for the nine months ended September 30, 2023. This in turn resulted in a higher gross profit for the same period.

Research and Development Expenses

R&D expenses decreased by $7.6 million, or 51%, for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. The decrease in research and development costs included a $7.9 million reduction in the scope of our R&D engineering service expenses driven by our liquidity constraints in 2023, partially offset by a $0.4 million increase in personnel costs driven by an increase in base compensation.

Sales and Marketing Expenses

S&M expenses increased by $0.2 million, or 9%, for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. The $0.2 million increase is primarily attributable to an increase in overall personnel costs due to the base compensation revisions in 2023.

General and Administrative Expenses

G&A expenses increased by $2.4 million, or 77%, for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. The increase was primarily due to an increase of $1.6 million in professional services costs related to accounting, legal and tax services incurred in preparation for the Business Combination in 2023, an increase of $0.7 million in the provision for credit losses, and an increase of $0.3 million of personnel costs, resulting from an increase in base compensation in 2023.

Interest Expense

Interest expense increased by $2.3 million, or 92%, for the nine months ended September 30, 2023 compared to the nine months ended September 30, 2022. This increase was primarily due to amendments on GCT’s outstanding debt and new debt arrangements executed with higher interest rates during the nine months ended September 30, 2023.

Other Income (Expense), net

Other income (expense), net of $2.9 million for the nine months ended September 30, 2023 included a $1.8 million net gain from foreign currency transactions and a $1.1 million gain from the fair value measurement related to our convertible promissory notes.

Other income (expense), net of $1.1 million for the nine months ended September 30, 2022 included a $3.5 million net gain from foreign currency transactions partially offset by a $2.4 million loss from the fair value measurement of our convertible promissory notes.

Provision for Income Taxes

Provision for income taxes decreased by $0.5 million, or 79%, for the nine months ended September 30, 2023 as compared to the nine months ended September 30, 2022. The change was primarily driven by a decrease in foreign income tax of $0.5 million as a result of a decrease in net revenues.

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Comparison of the Years Ended December 31, 2022 and 2021

The following table sets forth our historical results for the periods indicated and the changes between periods (in thousands):

​	Year Ended December 31,						​	​	​	​	​
​	2022			2021			$ — change			% — change
Net revenues:	​	​	​	​	​	​	​	​	​	​	​
Product	​	$	12,977	​	$	18,997	​	$	(6,020)	​	(32)%
Service	​	​	3,692	​	​	6,527	​	​	(2,835)	​	(43)%
Total net revenues	​	​	16,669	​	​	25,524	​	​	(8,855)	​	(35)%
Cost of net revenues:	​	​	​	​	​	​	​	​	​	​	​
Product	​	​	10,250	​	​	13,846	​	​	(3,596)	​	(26)%
Service	​	​	1,366	​	​	3,519	​	​	(2,153)	​	(61)%
Total cost of net revenues	​	​	11,616	​	​	17,365	​	​	(5,749)	​	(33)%
Gross profit	​	​	5,053	​	​	8,159	​	​	(3,106)	​	(38)%
Operating expenses:	​	​	​	​	​	​	​	​	​	​	​
Research and development	​	​	17,385	​	​	19,132	​	​	(1,747)	​	(9)%
Sales and marketing	​	​	2,836	​	​	2,823	​	​	13	​	0%
General and administrative	​	​	7,585	​	​	4,008	​	​	3,577	​	89%
Total operating expenses	​	​	27,806	​	​	25,963	​	​	1,843	​	7%
Loss from operations	​	​	(22,753)	​	​	(17,804)	​	​	(4,949)	​	28%
Interest income	​	​	4	​	​	1	​	​	3	​	300%
Interest expense	​	​	(3,364)	​	​	(4,539)	​	​	1,175	​	(26)%
Other income (expense), net	​	​	(178)	​	​	(4,110)	​	​	3,932	​	(96)%
Loss before provision for income taxes	​	​	(26,291)	​	​	(26,452)	​	​	161	​	(1)%
Provision for income taxes	​	​	121	​	​	359	​	​	(238)	​	(66)%
Net loss	​	$	(26,412)	​	$	(26,811)	​	$	399	​	(1)%

Net Revenues

Net revenues decreased by $8.9 million, or 35%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021. The change was primarily due to a decrease of $6.4 million in product sales, offset by a $0.4 million decrease in sales return reserve due to lower estimated sales returns with the decrease in product sales, and a decrease of $2.8 million in service revenues. The reduction in product revenue was the result of a major shift in focus by our top four customers in 2021 (representing 71% of our revenue in 2021), which led to a significant reduction of our revenue in 2022. All four of these customers were negatively affected by pandemic-related supply shortages. For two of these customers, the supply shortages caused them to significantly reduce product sales in the 4G market and refocus on the development of their next generation 5G products. Our business is expected to increase again with these two customers after we launch our 5G products in 2024. For the other two customers, one customer changed strategic focus in 2022 as a result of difficulty competing in their target markets and one customer was adversely impacted by channel inventory correction in 2022 resulting in lower shipments from GCT. The reduction of service revenue in 2022 was due to the progress and timing of achievement of earned milestones under service contracts as we achieved lower level of milestones in 2022 as compared to 2021.

Cost of Net Revenues

The cost of net revenues decreased by $5.7 million, or 33%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021. The change was primarily due to a decrease of $3.6 million of product costs that is comprised of a decrease in direct costs of product sales of $4.3 million due to a

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decrease in product revenues, offset by a decrease in inventory write-downs of $0.7 million. The decrease of $2.2 million in cost of service revenues is primarily attributable to a decrease in service revenues during the year ended December 31, 2022.

The overall decrease in the total cost of net revenues (33%) corresponds with the reduction in total net revenues (35%) for 2022. This 2% difference was mainly caused by increased product unit cost from GCT’s supply vendors (wafer, assembly and test) in 2022, which in turn resulted in a lower gross profit for 2022 (30.3%) as compared to 2021 (32%).

Research and Development Expenses

R&D expenses decreased by $1.7 million, or 9%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021. The change was primarily due to a decrease of $2.3 million in third party engineering services costs, offset by an increase in severance benefits of $0.7 million due to a headcount reduction in 2022 as compared to 2021.

Sales and Marketing Expenses

S&M expenses were consistent for the year ended December 31, 2022 as compared to the year ended December 31, 2021.

General and Administrative Expenses

G&A expenses increased by $3.6 million, or 89%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021. The change was partially due to an increase of $2.9 million in professional services fees in preparation of the attempted initial public offering in Korea and accounting and tax fees and a $0.6 million increase in the provision for doubtful accounts.

Interest Expense

Interest expense decreased by $1.2 million, or 26% for the year ended December 31, 2022 compared to the year ended December 31, 2021. The decrease in interest expense is primarily due to the conversion of convertible promissory notes during the year ended December 31, 2022 and CPN concession fees recorded during the year ended December 31, 2021, partially offset by new borrowings entered into during the year ended December 31, 2022.

Other Income (Expense), Net

Other income (expense), net was a net expense of $0.2 million and decreased by $3.9 million, or 96%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021. The change is due to a decrease in the change in fair value of convertible promissory notes accounted for under the fair value option of $4.5 million, a decrease in losses on the redemption of convertible promissory notes of $0.4 million, a net decrease in gains and losses on foreign currency transactions of $0.6 million.

Provision for Income Taxes

Provision for income taxes decreased by $0.2 million, or 66%, for the year ended December 31, 2022 as compared to the year ended December 31, 2021. The change was primarily driven by an increase in federal income tax of $0.1 million and a decrease in foreign income tax of $0.3 million.

Liquidity, Going Concern and Capital Resources

Since inception, we have financed our operations primarily through the issuance of redeemable convertible preferred stock, convertible promissory notes, borrowings, and the exercise of stock options.

In November 2023, in part to augment our cash resources, we have entered into the Business Combination Agreement, which is expected to close in mid-2024. Our consolidated financial statements do not reflect the transactions contemplated by the Business Combination Agreement. However, even assuming maximum redemptions by Concord III stockholders pursuant to the Business Combination, we believe

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that the pro forma cash and cash equivalents of approximately $11.3 million from the Business Combination, in addition to other financings currently in progress, will be adequate to fund operations, research and development, and administration, as well as sales and marketing costs for at least the next year.

As of September 30, 2023 and December 31, 2022, our cash and cash equivalents were $0.1 million and $1.4 million, respectively. We continue to incur significant operating losses. For the nine months ended September 30, 2023 and for the years ended December 31, 2022 and 2021, we had a net loss of $12.3 million, $26.4 million, and $26.8 million, respectively, and used cash in operating activities of $7.9 million, $18.1 million, and $17.7 million, respectively. As of September 30, 2023, we had an accumulated deficit of $539.5 million. Management expects that significant on-going operating expenditures will be necessary to successfully implement our business plan and market our products. We are currently planning to commence the manufacturing and production of our first 5G chipset during the second quarter of 2024 of 2024 with the goal of starting our first commercial shipments of our 5G product during the third quarter of 2024. Accordingly, we expect significant funding will be required to pay for mass-production related costs, including mask sets, wafers, and design service fees, and most such costs will be required to be paid prior to prior to commencement of manufacturing and production as described above. We intend to rely on several sources of funding to cover these costs, including PIPE and CVT note financing, commercial loan and funds remaining in the trust account after the closing of the Business Combination. If we do not secure sufficient funds to make such payments, or if we fail to close the Business Combination or experience significant or substantial level of redemption of trust fund in connection with the closing, or if we are not able extend terms of existing commercial loans, the execution of the payment can be delayed, which can adversely affect our business operations and financial performance.

Our significant historical operating losses require us to raise additional funds to meet our obligations and sustain our operations. In addition, the report of our independent registered public accounting firm for the year ended December 31, 2021 and 2022 contains a statement that our historic operating losses, negative cash flow and negative working capital raise substantial doubt about our ability to continue as a going concern. In connection with closing the Business Combination, we expect to receive approximately $29.9 million in gross proceeds from the PIPE financing and approximately $18.3 million of gross proceeds in convertible note financing. We may also receive additional cash proceeds up to $40 million in the trust account, depending on the extent of redemptions in connection with the closing of the Business Combination. We expect to use the net proceeds of these funds at the closing of the Business Combination as follows:

•

Cost of mass production of 5G products, including masks, wafers and design house fees;

•

Acquisition of IP and tool enhancement to develop next generation of product;

•

Hiring of additional personnel in engineering and sales and marketing functions; and

•

Improvement of engineering equipment.

In the event we experience a significant level of redemption of the trust fund at closing of the Business Combination, we may continue to experience material working capital deficit. However, we intend to mitigate the risk of such working capital deficit by continuing to seek and execute appropriate to secure funding as a publicly traded company, including extension and refinancing of existing loans, securing equity line of credits and public or private equity offerings, debt financings, and other means. We have historically been able to raise capital through the issuance and sale of equity and equity-linked instruments, such as redeemable convertible preferred stock, convertible promissory notes, and borrowings, although no assurance can be provided that we would continue to be successful in doing so in the future. While we believe that we have a reasonable basis for our expectation and we will be available to raise additional funds, we cannot provide assurance that we will be able to complete additional financing in a timely manner. Should we enter into definitive collaboration and/or joint venture agreements or engage in business combinations in the future, we may be required to seek additional financing.

Our consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary if we are unable to continue as a going concern due to the inability to obtain adequate financing in the future.

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We have received $7.6 million in borrowings during the nine months ended September 30, 2023. In November 2023, we issued a convertible promissory note for $2.0 million to a Korean investor. The convertible promissory note matures in November 2026 and has a conversion price of $6.67 per share. The convertible promissory note will be automatically converted to the GCT common stock upon the closing of the Business Combination with Concord Acquisition Corp. III.

Cash flow Comparison for the Nine Months Ended September 30, 2023 and 2022

The following table summarizes our cash flows for the periods indicated (in thousands):

​	Nine Months Ended September 30,
​	2023			2022
Cash used in operating activities	​	$	(7,920)	​	$	(12,942)
Cash used in investing activities	​	​	(284)	​	​	(493)
Cash provided by financing activities	​	​	7,591	​	​	17,969
Effect of exchange rate changes on cash	​	​	(665)	​	​	(576)
Net increase (decrease) in cash	​	$	(1,278)	​	$	3,958

Operating Activities

Cash used in operating activities of $7.9 million during the nine months ended September 30, 2023, was primarily attributable to our net loss of $12.3 million, partially offset by $0.9 million in non-cash adjustments and a $3.5 million net cash inflow due to changes in our operating assets and liabilities. Non-cash adjustments consisted primarily of $0.6 million in operating lease right-of-use amortization, $0.7 million in depreciation and amortization, $0.8 million in the provision for credit losses, and partially offset by $1.1 million in gains on the change in fair value of convertible promissory notes accounted for under the fair value option.

Cash used in operating activities of $12.9 million during the nine months ended September 30, 2022 was primarily attributable to our net loss of $16.4 million, a $0.3 million net cash outflow due to changes in our operating assets and liabilities and partially offset by $3.7 million in non-cash adjustments. Non-cash adjustments consisted primarily of $0.6 million in operating lease right-of-use amortization $0.6 million in depreciation and amortization, and $2.4 million in losses from the change in fair value of convertible promissory notes accounted for under the fair value option.

Investing Activities

Cash used in investing activities of $0.3 million during the nine months ended September 30, 2023 was related to our purchase of property and equipment.

Cash used in investing activities of $0.5 million during the nine months ended September 30, 2022 was related to our purchases of property and equipment of $0.2 million and purchases of intangibles of $0.3 million.

Financing Activities

Cash provided by financing activities of $7.6 million during the nine months ended September 30, 2023 was primarily due to proceeds from borrowings of $7.6 million.

Cash provided by financing activities of $18.0 million during the nine months ended September 30, 2022 was primarily due to proceeds from borrowings of $11.8 million and the issuance of convertible promissory notes of $9.0 million, partially offset by $1.2 million for the repayment of convertible promissory notes and $1.7 million for the repayment of borrowings.

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Cash flow Comparison for the Years Ended December 31, 2022 and 2021

The following table summarizes our cash flows for the periods indicated (in thousands):

​	Years Ended December 31,
​	2022			2021
Cash used in operating activities	​	$	(18,087)	​	$	(17,740)
Cash used in investing activities	​	​	(903)	​	​	(637)
Cash provided by financing activities	​	​	19,273	​	​	10,570
Effect of exchange rate changes on cash	​	​	(136)	​	​	539
Net increase (decrease) in cash	​	$	147	​	$	(7,268)

Operating Activities

Cash used in operating activities of $18.1 million during the year ended December 31, 2022 was primarily attributable to our net loss of $26.4 million, partially offset by $2.6 million in non-cash adjustments and a $5.7 million decrease in our working capital. Non-cash adjustments consisted primarily of $0.8 million in operating lease right-of-use amortization, $0.8 million in depreciation and amortization, $0.5 million increase in the provision of doubtful accounts, and $0.5 million in losses on the change in fair value of convertible promissory notes.

Cash used in operating activities of $17.7 million during the year ended December 31, 2021, was primarily attributable to our net loss of $26.8 million, partially offset by $6.1 million in non-cash adjustments and a $2.9 million decrease in our working capital. Non-cash adjustments consisted primarily of $0.8 million in operating lease right-of-use amortization, $0.5 million in depreciation and amortization, $0.1 million decrease in the provision for doubtful accounts, $0.5 million gain on extinguishment of debt, $5.0 million in losses on the change in fair value of convertible promissory notes, and $0.4 million in loss on redemption of convertible promissory notes.

Investing Activities

Cash used in investing activities of $0.9 million during the year ended December 31, 2022 consisted of $0.6 million for the purchase of property and equipment and $0.3 million for the purchase of intangibles.

Cash used in investing activities of $0.6 million during the year ended December 31, 2021 consisted of $0.5 million for the purchase of property and equipment and $0.1 million for the purchase of intangibles.

Financing Activities

Cash provided by financing activities of $19.3 million during the year ended December 31, 2022 consisted of proceeds from borrowings of $13.4 million and the issuance of convertible promissory notes of $9.0 million, partially offset by $1.2 million for the repayment of convertible promissory notes, and $2.0 million for the repayment of borrowings.

Cash provided by financing activities of $10.6 million during the year ended December 31, 2021 consisted primarily of proceeds from borrowings of $6.7 million and the issuance of convertible promissory notes of $9.8 million, partially offset by $4.4 million for the repayment of convertible promissory notes, and $1.6 million for the repayment of borrowings.

Commitments and Contractual Obligations

We have material commitments and contractual obligations including leases, purchase commitments, and research and development agreements. We have various operating leases, under which we lease office equipment and office space, and finance leases covering certain IT equipment. The operating leases have various expiration dates through 2026 and the finance leases expire during 2023. See Note 3, “Balance Sheet Components”, to our audited consolidated financial statements and unaudited condensed consolidated financial statements included elsewhere in this proxy statement/prospectus for more information regarding

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our leases. We have certain commitments for outstanding purchase orders related to the manufacture of certain wafers utilized by the Company and other services and we have entered into a material research and development agreement. See Note 5, “Commitments and Contingencies”, to our audited consolidated financial statements and unaudited condensed consolidated financial statements included elsewhere in this proxy statement/prospectus for more information regarding our additional commitments and contractual obligations.

Critical Accounting Policies and Significant Judgments and Estimates

Our consolidated financial statements and the related notes thereto included elsewhere in this proxy statement/prospectus are prepared in accordance with accounting principles generally accepted in the United States (“GAAP”). The preparation of our consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts and related disclosures in our consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other factors that we believe to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions due to the inherent uncertainty involved in making those estimates and any such differences may be material.

We believe that the following accounting policies involve a high degree of judgment and complexity. Accordingly, these are the policies we believe are the most critical to aid in fully understanding and evaluating our consolidated financial condition and results of our operations. See Note 2 to our audited consolidated financial statements appearing elsewhere in this proxy statement/prospectus for a description of our other significant accounting policies.

Revenue Recognition

Our revenues are generated by the sale of mobile semiconductor solutions consisting of product and platform solutions aimed at the LTE and WiMax industries, development services and technical advice and maintenance services.

The timing of revenue recognition and the amount of revenue recognized in each case depends upon a variety of factors, including the specific terms of each arrangement and the nature of the underlying performance obligations. Revenues from sales of our products are recognized upon transfer of control to the customer, which is generally at the time of shipment. Service Revenues from development services, technical advice, and maintenance services are generally recognized over time as these performance obligations are satisfied.

We make estimates of potential future returns and sales allowances related to current period product revenue. We analyze historical return rates and changes in customer demand when evaluating the adequacy of returns and sales allowances. Although we believe we have a reasonable basis for our estimates, such estimates may differ from actual returns and sales allowances. These differences may materially impact reported net product revenues and amounts ultimately collected on accounts receivable.

Allowance for Doubtful Accounts and Provision for Credit Losses

Accounts receivable are primarily derived from revenues earned from customers located in the United States, China, Korea, Japan and Taiwan. We perform ongoing credit evaluations of our customers’ and distributors’ financial condition and generally do not require collateral from our customers. We continuously monitor collections and payments from customers and maintain a provision for credit losses based upon the collectability of our customer accounts. We review the provision by considering certain factors such as historical experience, industry data, credit quality, age of balances and current economic conditions that may affect a customer’s ability to pay. Uncollectible receivables are written off when all efforts to collect have been exhausted and recoveries are recognized when they are recovered. While such credit losses have historically been minimal, within our expectations and the provisions established, we cannot guarantee that we will continue to experience the same credit loss rates that we have in the past. A significant change in the liquidity or financial position of any of our significant customers could have a material adverse effect

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on the collectability of our accounts receivable and our future operating results. The provision for credit losses was $1.3 million as of September 30, 2023 and the allowance for doubtful accounts was $0.5 million as of December 31, 2022, respectively.

Fair Value of Convertible Promissory Notes

We have made an election to account for our convertible promissory notes under the fair value option as per ASC 825, Financial Instruments. Under the fair value option, the convertible promissory notes are recorded at their initial fair value on the date of issuance and then are adjusted to fair value upon any modification and at each balance sheet date thereafter. Changes in the estimated fair value of the convertible promissory notes are recognized as non-cash gains or losses in the consolidated statements of operations within other income (expense), net.

Our convertible promissory notes are valued using a combination of an option pricing model and Probability Weighted Expected Return Method (“PWERM”), which is considered to be a Level 3 fair value measurement. The PWERM is a scenario-based methodology that estimates the fair value based upon an analysis of future values for the company that assumes various outcomes. The value is based on the probability- weighted present value of expected future investment returns considering each of the possible outcomes available. The future value under each outcome is discounted back to the valuation date at an appropriate risk-adjusted discount rate and probability weighted to arrive at an indication of value. Significant assumptions used in determining the fair value of convertible promissory notes include volatility, discount rate, and the probability of a future liquidity event.

Stock-based Compensation

We grant various types of equity-based awards to our employees and nonemployees. Stock-based compensation is measured using a fair value-based method for all equity-based awards. The cost of awarded equity instruments is recognized based on each instrument’s grant-date fair value over the period during which the grantee is required to provide service in exchange for the award. The determination of fair value requires significant judgment and the use of estimates, particularly with regard to Black-Scholes assumptions such as our common stock fair value, stock price volatility, and expected option lives.

We measure the fair value of each stock option at the date of grant using a Black-Scholes option pricing model. We use the simplified method to determine the expected term of options granted, which calculates the expected term as the average of the time-to-vesting and contractual life of the option. We use the treasury yield curve rates for the risk-free interest rate in the option valuation model with maturities approximately equal to the expected term of the options. Volatility is determined by reference to the actual volatility of several publicly traded companies that are similar to us in our industry sector. We do not anticipate paying any cash dividends in the foreseeable future and therefore use an expected dividend yield of zero in the option valuation model.

Compensation costs related to stock option grants are based on the fair value of the options on the date of grant, net of estimated forfeitures. We estimate our forfeiture rate based on an analysis of our actual forfeitures and will continue to evaluate the adequacy of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover behavior and other factors. The impact from a forfeiture rate adjustment will be recognized in full in the period of adjustment, and if the actual number of future forfeitures differs from that estimated, we may be required to record adjustments to stock-based compensation expense in future periods.

There is substantial judgment in selecting the assumptions which we use to determine the fair value of such stock awards and other companies could use similar market inputs and experience and arrive at different conclusions with respect to those used to calculate fair value. Using alternative assumptions could cause there to be differences in the resulting fair value. If the fair value were to increase, the amount of expense that would result would also increase. Conversely, if the fair value were to decrease, the amount of expense would decrease.

Income Taxes

As part of the process of preparing our consolidated financial statements, we are required to estimate our provision (benefit) for income taxes in each of the jurisdictions in which we operate. This process involves

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estimating our current income tax provision (benefit) together with assessing temporary differences resulting from differing treatment of items for tax and accounting purposes These differences result in deferred tax assets and liabilities, which are included within our consolidated balance sheets. We then assess the likelihood that our deferred tax assets will be recovered from future taxable income. Actual results could differ from this assessment if adequate taxable income is not generated in future periods. To the extent it is more likely than not that some portion or all of a deferred asset will not be realized, valuation allowances are established. To the extent valuation allowances are established or increased in a period, we include an expense within the tax provision in our consolidated statements of operations. These deferred tax valuation allowances may be released in future years when we consider that it is more likely than not that some portion or all of the deferred tax assets will be realized. In making such a determination, we will need to periodically evaluate whether or not all available evidence, such as future taxable income and reversal of temporary differences, tax planning strategies, and recent results of operations, provides sufficient positive evidence to offset any other negative evidence that may exist at such time. In the event the deferred tax valuation allowance is released, we would record an income tax benefit for a portion or all of the deferred tax valuation allowance released.

Income tax reserves for uncertain tax positions are determined using the methodology required ASC 740, Income Taxes. This methodology requires companies to assess each income tax position taken using a two-step process. A determination is first made as to whether it is more likely than not that the position will be sustained, based upon the technical merits, upon examination by the taxing authorities. If the tax position is expected to meet the more likely than not criteria, the benefit recorded for the tax position equals the largest amount that is greater than 50% likely to be realized upon ultimate settlement of the respective tax position. Uncertain tax positions require determinations and estimated liabilities to be made based on provisions of the tax law which may be subject to change or varying interpretation. If our determinations and estimates prove to be inaccurate, the resulting adjustments could be material to our future financial results. See Note 10, “Income Taxes”, to our consolidated financial statements for additional information related to income taxes.

Emerging Growth Company Accounting Election

Upon completion of the Business Combination, we expect to be an EGC within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not EGCs. We could be an EGC until December 31, 2026, although circumstances could cause us to lose that status earlier, including if the market value of common stock held by non-affiliates exceeds $700,000,000 as of any September 30 before that time, in which case we would no longer be an EGC as of the following December 31.

Further, Section 102(b)(1) of the JOBS Act exempts EGCs from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-EGCs but any such election to opt out is irrevocable. We intend to take advantage of the benefits of this extended transition period.

Recent Accounting Pronouncements

See Note 1 to our audited / unaudited consolidated financial statements included elsewhere in this proxy statement/prospectus for more information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one yet, of their potential impact on our financial condition or results of operations.

Quantitative and Qualitative Disclosures About Market Risk

We are exposed to certain market risks as part of our ongoing business operations, including risks from changes in interest rates on debt obligations and foreign currency exchange rates that could impact our financial condition, results of operations and cash flows. We manage our exposure to these and other market risks through regular operating and financing activities.

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Interest Rate Risk

Our exposure to market risk for changes in interest rates relates primarily to our debt obligations. Our long-term debt is carried at fair value and fluctuations in interest rates may impact our consolidated financial statements. The fair value of our long-term debt, which pays interest at a fixed rate, will generally fluctuate with movements of interest rates, increasing in periods of declining rates of interest and declining in periods of increasing rates of interest.

Foreign Currency Exchange Risk

We maintain business operations in foreign countries, most significantly in China, Taiwan, Korea, Japan and Singapore. Additionally, a portion of our business is conducted outside of the U.S. through subsidiaries with functional currencies other than the U.S. dollar, most notably including the Chinese Yuan, New Taiwan Dollar, South Korean Won, Japanese Yen and Singapore Dollar.

As a result, we face exposure to adverse movements in currency exchange rates as the financial results of our international operations are translated from local currency into U.S. dollars upon consolidation. The resulting translation adjustments are recorded as a component of accumulated other comprehensive (loss) income in the stockholders’ equity section of the consolidated balance sheets. Net sales and expenses in our foreign operations’ foreign currencies are translated into varying amounts of U.S. dollars depending upon whether the U.S. dollar weakens or strengthens against other currencies. Therefore, changes in exchange rates may either positively or negatively affect our net sales and expenses from foreign operations as expressed in U.S. dollars. Additionally, foreign exchange rate fluctuations on transactions denominated in currencies other than the functional currency result in gains or losses that are reflected in our consolidated statements of operations within other income (expense), net. Our foreign operations are subject to the same risks present when conducting business internationally, including, but not limited to, changes in economic conditions and geopolitical climate, differing tax structures, foreign exchange rate volatility and other regulations and restrictions.

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CERTAIN GCT RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Convertible Note

In May 2019, GCT issued a convertible promissory note in the aggregate principal amount of up to $450 thousand to Dr. Kyeongho Lee, GCT’s founder and Chairman of the Board. The convertible promissory note has a three-year term with an interest rate of 4% per annum and a conversion price of $3.50 per share. The convertible promissory note and accrued interest of $55 thousand were converted into 144,183 shares of GCT Common Stock on April 28, 2022 upon GCT’s submission of the initial public offering eligibility review application to Korean Stock Exchange (“KOSDAQ”).

Term Loan and Security Agreement

In July of 2016, Anapass loaned to GCT Research, Inc., a subsidiary of GCT (“GCT Research”), ₩6,000.0 million, or $4.6 million based on the currency exchange rate on November 9, 2023, pursuant to a secured term note bearing 5.5% annual interest, paid monthly, and maturing on July 25, 2017. Dr. Lee serves as the chairman of the board of Anapass, which is currently a beneficial owner of approximately 27% of the issued and outstanding shares of GCT Common Stock. In addition, Anapass and GCT executed that certain Intellectual Property and Asset Security Agreement (the “Security Agreement”), dated as of July 18, 2016, pursuant to which GCT granted a security interest in substantially all of GCT’s assets to secure the loan. The Security Agreement was amended in January 2017 to secure a loan in the principal amount of ₩9,200.0 million (or $7.0 million) by the Industrial Bank of Korea (“IBK”) to GCT Research. In addition, on May 10, 2022, GCT executed Amendment No. 2 to the Security Agreement to secure an additional loan in the amount of ₩3,000.0 million (or $2.3 million) from Anapass to GCT Research. In September 2022, GCT executed Amendment No. 3 to the Security Agreement to secure a loan in the amount of ₩4,000.0 million (or $3.1 millions) from Anapass to GCT Research. The terms of the secured term note have been extended annually for additional one-year terms since 2017, and the current maturity date is July 25, 2024.

In July of 2016, KEB Hana Bank loaned ₩9,000.0 million (or $6.9 million) to GCT Research pursuant to an unsecured term loan agreement bearing a variable interest rate (2.562% initial annual interest rate), paid monthly, and maturing on July 18, 2017. The terms of such unsecured term loan agreement have been extended annually for additional one-year terms since 2017, and the current maturity date is July 12, 2024 with annual interest rate of 5.23%. Anapass provided certificates of deposit as collateral to KEB Hana Bank to secure GCT Research’s obligations under this loan.

In January of 2017, IBK loaned ₩9,200.0 million ($7.0 million) to GCT Research pursuant to an unsecured term loan agreement bearing a variable interest rate (2.11% initial annual interest rate), paid monthly and maturing on January 10, 2018. The terms of the unsecured term loan agreement have been extended annually for additional one-year terms from 2018 to 2023 and extended for ten-months in January 2023, and the current maturity date is November 18, 2023 with an annual interest rate of 2.162%. Anapass provided certificates of deposit as collateral to IBK to secure the loan.

On May 19, 2017, Dr. Lee loaned ₩500.0 million (or $0.4 million) to GCT Research pursuant to an unsecured term note bearing an 8.5% annual interest rate, paid monthly, and maturing on November 19, 2017. The terms of the unsecured term note have been extended annually for additional one-year terms since 2017, and the current maturity date is November 19, 2023 with an annual interest rate of 9.0%.

On May 24, 2017, Dr. Lee loaned ₩700.0 million (or $0.5 million) to GCT Research pursuant to an unsecured term note bearing 8.5% annual interest, paid monthly, with a monthly redemption of ₩10.0 million (or $0.008 million) and maturity date of November 24, 2017. The terms of the unsecured term note have been extended annually for additional one-year terms since 2017, and the latest maturity date was November 24, 2023 with an annual interest rate of 6.8%. The unsecured term note was paid off in full on March 19, 2023.

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On May 30, 2017, Dr. Lee loaned ₩500.0 million (or $0.4 million) to GCT Research pursuant to an unsecured term note bearing 8.5% annual interest, paid monthly, and maturing on November 30, 2017. The terms of the unsecured term note have been extended annually for additional one-year terms since 2017, and the current maturity date is November 30, 2023 with an annual interest rate of 7.5%.

On May 27, 2020, Dr. Lee loaned ₩400.0 million (or $0.31 million) to GCT Research pursuant to an unsecured and non-interest bearing term loan agreement maturing on November 27, 2020. GCT Research redeemed ₩200.0 million (or $0.15 million) under such term loan in July 2020. The terms of the unsecured term loan agreement were extended for six months in November 2020, and further extended annually for additional one-year terms since May 2021 pursuant to that certain Amendment No. 2, dated as of May 27, 2021; Amendment No. 4, dated as of May 27, 2022, and Amendment No. 5, dated as of May 27, 2023. Pursuant to that certain Amendment No. 3, dated as of November 30, 2021, ₩90.0 million (or $.07 million) were forgiven by Dr. Kyeongho Lee. The current outstanding balance under the loan is ₩110.0 million.

On December 2, 2021, Dr. Lee loaned ₩1,000.0 million (or $0.8 million) to GCT Research pursuant to an unsecured term loan agreement bearing 7.5% annual interest, paid monthly, and maturing on December 2, 2022. The loan agreement was subsequently extended and currently has a maturity date of December 1, 2023.

On December 17, 2021, Dr. Lee loaned ₩2,000.0 million (or $1.5 million) to GCT Research pursuant to an unsecured term loan agreement bearing 7.5% annual interest, paid monthly, and maturing on March 17, 2022. The loan was fully redeemed on March 10, 2022.

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COMPARISON OF CONCORD III STOCKHOLDERS’ RIGHTS

General

Concord III is incorporated under the laws of the State of Delaware and the rights of Concord III stockholders are governed by the laws of the State of Delaware, including the DGCL, the Existing Certificate of Incorporation and Concord III’s current bylaws. GCT is incorporated under the laws of the State of Delaware, and the rights of GCT Stockholders are governed by the laws of the State of Delaware, including the DGCL, GCT’s current amended and restated certificate of incorporation (the “GCT Charter”) and the current amended and restated bylaws of GCT (the “GCT Bylaws”). As a result of the Business Combination, Concord III stockholders who do not elect to redeem their shares of Concord III Class A Common Stock and GCT Stockholders who receive shares of New GCT Common Stock will each become New GCT stockholders. New GCT will be incorporated under the laws of the State of Delaware and the rights of New GCT stockholders will be governed by the laws of the State of Delaware, including the DGCL, and, assuming the adoption of the Charter Amendment Proposal, the Proposed Certificate of Incorporation and the New GCT Bylaws. Thus, following the Business Combination, the rights of Concord III stockholders and GCT Stockholders who become New GCT stockholders will continue to be governed by Delaware law but will no longer be governed by the Existing Certificate of Incorporation or Concord III’s current bylaws (with respect to Concord III stockholders) or the GCT Charter or GCT Bylaws (with respect to GCT Stockholders) and instead will be governed by the Proposed Certificate of Incorporation and New GCT Bylaws.

Comparison of Stockholders’ Rights

Set forth below is a summary comparison of material differences between the rights of Concord III stockholders under the Existing Certificate of Incorporation and Concord III’s current bylaws (left column), and the rights of New GCT stockholders under the forms of the Proposed Certificate of Incorporation and New GCT Bylaws (right column), which are attached to this proxy statement/prospectus as Annex B and Annex C, respectively. The summary set forth below is not intended to be complete or to provide a comprehensive discussion of each company’s governing documents and is qualified in its entirety by reference to the full text of those documents, as well as the relevant provisions of the DGCL.

Concord III	New GCT
Authorized Capital Stock
The total number of shares of all classes of capital stock, each with a par value of $0.0001 per share, which Concord III is authorized to issue is 221,000,000 shares, consisting of (a) 220,000,000 shares of common stock, including (i) 200,000,000 shares of Concord III Class A Common Stock and (ii) 20,000,000 shares of Concord III Class B Common Stock, and (b) 1,000,000 shares of preferred stock.	The total number of shares of all classes of capital stock of New GCT, each with a par value of $0.0001 per share, which New GCT is authorized to issue is 440,000,000 shares, consisting of: (a) 400,000,000 shares of New GCT Common Stock and (b) 40,000,000 shares of preferred stock of New GCT. Upon the filing of the Proposed Certificate of Incorporation, each outstanding share of Concord III Class A Common Stock and Concord III Class B Common Stock will be redesignated as New GCT Common Stock.
Rights of Preferred Stock
Subject to certain requirements relating to an initial business combination set forth in the Existing Certificate of Incorporation, the board of directors of Concord III is authorized to provide, out of the unissued shares of Concord III preferred stock, for one or more series of Concord III preferred stock and to establish the number of shares to be included in each such series and to fix the voting rights, if	The Proposed Certificate of Incorporation authorizes New GCT’s board of directors, subject to any limitations prescribed by the law of the State of Delaware, by resolution or resolutions adopted from time to time, to provide for the issuance of shares of preferred stock in one or more series, and, by filing a certificate of designation pursuant to the applicable law of the State of Delaware, to establish

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Concord III	New GCT
any, designations, powers, preferences and relative, participating, optional, special and other rights, if any, of each such series and any qualifications, limitations and restrictions thereof, as will be stated in the resolution or resolutions adopted by the Board providing for the issuance of such series and included in a certificate of designation.	from time to time the number of shares to be included in each such series, to fix the powers, designations, preferences, and relative, participating, optional, or other special rights, if any, and the qualifications and restrictions, if any, including without limitation dividend rights, conversion rights, voting rights (if any), redemption privileges, and liquidation preferences of any such series.
Voting Rights
Except as otherwise required by law or this Amended and Restated Certificate (including any Preferred Stock Designation), the holders of shares of Common Stock will be entitled to one vote for each such share on each matter properly submitted to the stockholders on which the holders of the Common Stock are entitled to vote.	Each outstanding share of New GCT Common Stock will entitle the holder thereof to one vote on each matter properly submitted to the stockholders of New GCT for their vote; provided, however, that, except as otherwise required by law, holders of New GCT Common Stock will not be entitled to vote on any amendment to the Proposed Certificate of Incorporation (including any certificate of designation relating to any series of preferred stock) that relates solely to the terms of one or more outstanding series of preferred stock if the holders of such affected series are entitled, either separately or together as a class with the holders of one or more other such series, to vote thereon pursuant to the Proposed Certificate of Incorporation (including any certificate of designation relating to any series of preferred stock).
Cumulative Voting
Delaware law provides that a corporation may grant stockholders cumulative voting rights for the election of directors in its certificate of incorporation. However, the Existing Certificate of Incorporation does not authorize cumulative voting.	Delaware law provides that a corporation may grant stockholders cumulative voting rights for the election of directors in its certificate of incorporation; however, the Proposed Certificate of Incorporation does not authorize cumulative voting.
Number of Directors and Structure of Board
Concord III’s current Bylaws provide that the number of directors of Concord III, other than those who may be elected by the holders of one or more series of the Preferred Stock voting separately by class or series, will be fixed exclusively by the Board of Concord III pursuant to a resolution adopted by a majority of the Board of Concord III. The Existing Certificate of Incorporation divides the Concord III board of directors into three classes of directors, as nearly equal in number as possible, with each class being elected to a staggered three-year term. Each director will hold office until the annual meeting for the year in which his or her term expires and until his or her successor has been elected and qualified, subject, however, to such director’s earlier death, resignation or removal.	The Proposed Certificate of Incorporation provides that, subject to the special rights of the holders of any series of preferred stock of New GCT to elect directors, the number of directors which will constitute the New GCT board of directors will be fixed exclusively by the New GCT board of directors from time to time in accordance with the New GCT Bylaws. No decrease in the number of directors constituting the whole board will shorten the term of any incumbent director. The Proposed Certificate of Incorporation divides the board of directors into three classes of directors, as nearly equal as reasonably possible, with each class being elected to a staggered three-year term. Each director will hold office until the annual meeting at which such director’s term expires and

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Concord III	New GCT
​	until such director’s successor is elected and qualified, or until such director’s earlier death, incapacity, resignation or removal.
Election of Directors
Subject to the rights of the holders of any series of the preferred stock to elect directors, the Existing Certificate of Incorporation and Concord III’s current Bylaws require that the election of directors will be determined by a plurality of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to vote.	The New GCT Bylaws require that directors be elected by a plurality of the votes cast, present in person or represented by proxy at the meeting and entitled to vote on the election of directors.
Manner of Acting by Board
Concord III’s current Bylaws provide that a majority of the Concord III board of directors will constitute a quorum for the transaction of business at any meeting of the Board of Concord III, and the act of a majority of the directors present at any meeting at which there is a quorum will be the act of the Concord III’s board of directors, except as may be otherwise specifically provided by applicable law, the Existing Certificate of Incorporation or these Bylaws. If a quorum will not be present at any meeting, a majority of the directors present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present.	The New GCT Bylaws provide that a majority of the members of the New GCT board of directors will constitute a quorum for the transaction of business, and the vote of a majority of the directors present at a meeting at which a quorum is present will be the act of the board.
Removal of Directors
The Existing Certificate of Incorporation provides that any or all of the directors may be removed from office at any time, but only for cause and only by the affirmative vote of holders of a majority of the voting power of all then outstanding shares of capital stock of Concord III entitled to vote generally in the election of directors, voting together as a single class.	The Proposed Certificate of Incorporation provides that, subject to the special rights of the holders of any series of preferred stock, no director may be removed from the board of directors except for cause and only by the affirmative vote of the holders of at least 662∕3% of the outstanding shares of capital stock of New GCT entitled to vote for the election of directors or class of directors, voting together as a single class.
Vacancies on the Board
Subject to Concord III’s current Bylaws and the contractual rights of any stockholder, newly created directorships resulting from an increase in the number of directors and any vacancies on the Board of Concord III resulting from death, resignation, retirement, disqualification, removal or other cause may be filled solely and exclusively by a majority vote of the remaining directors then in office, even if less than a quorum, or by a sole remaining director (and not by stockholders), and any director so chosen will hold office for the remainder of the full term of the class of directors to which the new directorship was added or in which the vacancy occurred and until his or her successor has been elected and qualified, subject, however, to such	The Proposed Certificate of Incorporation provides that any new directorships or vacancies in the New GCT board of directors, including new directorships resulting from any increase in the number of directors to serve in the New GCT board of directors and/or any unfilled vacancies by reason of death, resignation, disqualification, removal for cause, failure to elect or otherwise with respect to any director, may be filled only by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

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Concord III	New GCT
director’s earlier death, resignation, retirement, disqualification or removal.	​
Special Meetings of the Board
Concord III’s current Bylaws provide that special meetings of board of directors of Concord III (a) may be called by the chairman of the board or president and (b) shall be called by the chairman of the board, president or secretary on the written request of at least a majority of directors then in office, or the sole director, as the case may be, and shall be held at such time, date and place (within or without the State of Delaware) as may be determined by the person calling the meeting or, if called upon the request of directors or the sole director, as specified in such written request.	Special meetings of the New GCT board of directors may be called by the chairperson of the New GCT board of directors, if any, or the chief executive officer or shall be called by the secretary on the written request of two or more directors.
Amendments to Certificate of Incorporation
The Existing Certificate of Incorporation provides that Concord III reserves the right at any time and from time to time to amend, alter, change or repeal any provision contained in the Existing Certificate of Incorporation (including any preferred stock designation); and, except as set forth in the Existing Certificate of Incorporation, all rights, preferences and privileges of stockholders, directors or any other persons by and pursuant to this Existing Certificate of Incorporation in its present form or as hereafter amended are granted; provided, however, that no amendment to Article IX of the Existing Certificate of Incorporation will be effective prior to the consummation of the initial business combination unless approved by the affirmative vote of the holders of at least sixty-five percent (65%) of all then outstanding shares of the Concord III Common Stock.	Under the DGCL, an amendment to a corporation’s certificate of incorporation generally requires the approval of the New GCT board of directors and a majority of the combined voting power of the then-outstanding shares of voting stock, voting together as a single class. New GCT reserves the right to amend, alter, change, or repeal any provision contained in the Proposed Certificate of Incorporation, in the manner prescribed by the DGCL.
Amendments to Bylaws
The Existing Certificate of Incorporation provides that the Concord III board of directors will have the power and is expressly authorized to adopt, amend, alter or repeal Concord III’s current Bylaws. The affirmative vote of a majority of the Board will be required to adopt, amend, alter or repeal Concord III’s current Bylaws. Concord III’s current Bylaws also may be adopted, amended, altered or repealed by the stockholders; provided, however, that in addition to any vote of the holders of any class or series of capital stock of Concord III required by law, the Existing Certificate of Incorporation, the affirmative vote of the holders of at least a majority of the voting power of all then outstanding shares of capital stock of Concord III entitled to vote generally in the election of directors, voting together as a single class, will be required for	The Proposed Certificate of Incorporation provides that the New GCT Bylaws may be adopted, amended or repealed by a majority of the outstanding shares entitled to vote generally in the election of directors. Concord III’s current Bylaws also may be adopted, amended, altered or repealed by the affirmative vote of a majority of all of the members of the New GCT board of directors.

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Concord III	New GCT
the stockholders to adopt, amend, alter or repeal Concord III’s current Bylaws; and provided further, however, that no Bylaws hereafter adopted by the stockholders will invalidate any prior act of the Board that would have been valid if such Bylaws had not been adopted.	​
Quorum for Stockholder Meeting
Except as otherwise provided by applicable law, the Existing Certificate of Incorporation, or Concord III’s current Bylaws, the presence, in person or by proxy, at a stockholders meeting of the holders of shares of outstanding capital stock of Concord III representing a majority of the voting power of all outstanding shares of capital stock of Concord III entitled to vote at such meeting will constitute a quorum for the transaction of business at such meeting, except that when specified business is to be voted on by a class or series of stock voting as a class, the holders of shares representing a majority of the voting power of the outstanding shares of such class or series will constitute a quorum of such class or series for the transaction of such business.	At all meetings of the New GCT’s stockholders the holders of a majority of the stock issued and outstanding and entitled to vote thereat, present in person or represented by proxy, will constitute a quorum requisite for the transaction of business.
Stockholder Action by Written Consent
The Existing Certificate of Incorporation provides that, except as may be otherwise provided for, subsequent to the consummation of the Offering, any action required or permitted to be taken by the stockholders of Concord III must be effected by a duly called annual or special meeting of such stockholders and may not be effected by written consent of the stockholders other than with respect to Concord III Class B Common Stock with respect to which action may be taken by written consent.	Unless otherwise provided in the Proposed Certificate of Incorporation, any action required to be taken at any annual or special meeting of New GCT’s stockholders, or any action that may be taken at any annual or special meeting of such New GCT’s stockholders, may be taken only at such a meeting, and not by written consent of New GCT’s stockholders.
Special Stockholder Meetings
Concord III’s current Bylaws provide that, subject to the rights of the holders of any outstanding series of the Preferred Stock, special meetings of stockholders, for any purpose or purposes, may be called only by the Chairman of the Board, the Chief Executive Officer, or the Board pursuant to a resolution adopted by a majority of the Board, and may not be called by any other person.	The Proposed Certificate of Incorporation provides that special meetings of New GCT’s stockholders may be called only by or at the direction of the New GCT board of directors pursuant to a resolution adopted by a majority of the total number of directors.
Manner of Acting by Stockholders
Concord III’s current Bylaws provide that at all meetings of stockholders all matters other than the election of directors presented to the stockholders at a meeting at which a quorum is present will be determined by the vote of a majority of the votes cast by the stockholders present in person or represented by proxy at the meeting and entitled to	In all other matters, unless otherwise required by law, the Proposed Certificate of Incorporation or New GCT By-laws, the affirmative vote of the holders of a majority of the votes cast at the meeting will be the act of New GCT’s stockholders.

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Concord III	New GCT
vote thereon, unless the matter is one upon which, by applicable law, the Certificate of Incorporation, these By Laws or applicable stock exchange rules, a different vote is required, in which case such provision will govern and control the decision of such matter.	​
Notice of Stockholder Meetings
Concord III’s current Bylaws provide that written notice of each stockholders meeting stating the place, if any, date, and time of the meeting, and the means of remote communication, if any, by which stockholders and proxy holders may be deemed to be present in person and vote at such meeting, and the record date for determining the stockholders entitled to vote at the meeting, if such date is different from the record date for determining stockholders entitled to notice of the meeting, will be given in the manner permitted by Concord III’s current Bylaws to each stockholder entitled to vote thereat as of the record date for determining the stockholders entitled to notice of the meeting, by Concord III not less than 10 nor more than 60 days before the date of the meeting unless otherwise required. If said notice is for a stockholders meeting other than an annual meeting, it will in addition state the purpose or purposes for which the meeting is called, and the business transacted at such meeting will be limited to the matters so stated in Concord III’s notice of meeting (or any supplement thereto). Any meeting of stockholders as to which notice has been given may be postponed, and any meeting of stockholders as to which notice has been given may be cancelled, by the Board upon public announcement given before the date previously scheduled for such meeting.	The New GCT Bylaws provide that notice of annual meetings of New GCT’s stockholders will be given not less than 10, nor more than 60, days before the date of the meeting to each stockholder of record entitled to vote at such meeting. Written notice of special meetings of GCT’s stockholders, stating the time and place and purpose or purposes thereof, will be given not less than 10, nor more than 60, days before the date of the meeting to each stockholder of record entitled to vote at such meeting.
Advance Notice Provisions
Business other than nomination of persons for election as directors No business (other than nominations of individual(s) for election to the Board) may be transacted at an annual meeting of stockholders, other than business that is either (i) specified in Concord III’s notice of meeting (or any supplement thereto), (ii) otherwise properly brought before the annual meeting by or at the direction of the Board or (iii) otherwise properly brought before the annual meeting by any stockholder of Concord III (x) who is a stockholder of record on the date of the giving of the notice provided for in Concord III’s current Bylaws and on the record date for the determination of stockholders entitled to vote at such annual meeting and (y) who complies with the notice	Business other than nomination of persons for election as directors The New GCT Bylaws provide that business proposals to be considered by the stockholders of New GCT may be made at an annual meeting of stockholders only: (i) pursuant to New GCT’s notice of such meeting (or any supplement thereto) or (ii) by any stockholder of New GCT who was a stockholder of record at the time of giving of the notice (the “Record Stockholder”), who is entitled to vote at such meeting and who complies with the notice and other procedures set forth in the New GCT Bylaws. To be timely, a Record Stockholder’s notice must be delivered to the Secretary of New GCT at the

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Concord III	New GCT
procedures set forth in Concord III’s current Bylaws. Notwithstanding anything in Concord III’s current Bylaws to the contrary, only persons nominated for election as a director to fill any term of a directorship that expires on the date of the annual meeting pursuant to Concord III’s current Bylaws will be considered for election at such meeting. In addition to any other applicable requirements, for business (other than nominations) to be properly brought before an annual meeting by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of Concord III and such business must otherwise be a proper matter for stockholder action. A stockholder’s notice to the Secretary with respect to such business, to be timely, must be delivered to the Secretary at the principal executive offices of Concord III not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 70 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting is first made by Concord III. The public announcement of an adjournment or postponement of an annual meeting will not commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in Concord III’s current Bylaws.	principal executive offices of New GCT not later than the close of business on the 90th day nor earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held during the preceding year or the date of the annual meeting is more than 30 days before, or more than 60 days after, such anniversary date, notice by the Record Stockholder to be timely must be so delivered (a) no earlier than the close of business on the 120th day prior to such annual meeting and (b) no later than the close of business on the later of the 90th day prior to such annual meeting or the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made by New GCT.
Stockholder nominations of persons for election as directors Nominations of persons for election to the Board at any annual meeting of stockholders, or at any special meeting of stockholders called for the purpose of electing directors as set forth in Concord III’s notice of such special meeting, may be made (i) by or at the direction of the Board or (ii) by any stockholder of Concord III (x) who is a stockholder of record on the date of the giving of the notice provided for in Concord III’s current Bylaws on the record date for the determination of stockholders entitled to vote at such meeting and (y) who complies with the notice procedures set forth in Concord III’s current Bylaws.	Stockholder nominations of persons for election as directors The New GCT Bylaws provide that nominations of persons for election to the board of directors may be made at an annual meeting of stockholders only: (i) pursuant to New GCT’s notice of such meeting (or any supplement thereto) or (ii) by any stockholder of New GCT who was a Record Stockholder, who is entitled to vote at such meeting and who complies with the notice and other procedures set forth in the New GCT Bylaws. To be timely, a Record Stockholder’s notice must be delivered to the Secretary of New GCT at the principal executive offices of New GCT not later than the close of business on the 90th day nor

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Concord III	New GCT
For a nomination to be made by a stockholder, such stockholder must have given timely notice thereof in proper written form to the Secretary of Concord III. To be timely, a stockholder’s notice to the Secretary must be delivered to the Secretary at the principal executive offices of Concord III (i) in the case of an annual meeting, not later than the close of business on the 90th day nor earlier than the close of business on the 120th day before the anniversary date of the immediately preceding annual meeting of stockholders; provided, however, that in the event that the annual meeting is more than 30 days before or more than 70 days after such anniversary date, notice by the stockholder to be timely must be so delivered not earlier than the close of business on the 120th day before the meeting and not later than the later of (x) the close of business on the 90th day before the meeting or (y) the close of business on the 10th day following the day on which public announcement of the date of the annual meeting was first made by Concord III; and (ii) in the case of a special meeting of stockholders called for the purpose of electing directors, not later than the close of business on the 10th day following the day on which public announcement of the date of the special meeting is first made by Concord III. In no event will the public announcement of an adjournment or postponement of an annual meeting or special meeting commence a new time period (or extend any time period) for the giving of a stockholder’s notice as described in Concord III’s current Bylaws.	earlier than the close of business on the 120th day prior to the first anniversary of the preceding year’s annual meeting; provided, however, that in the event that no annual meeting was held during the preceding year or the date of the annual meeting is more than 30 days before, or more than 60 days after, such anniversary date, notice by the Record Stockholder to be timely must be so delivered (a) no earlier than the close of business on the 120th day prior to such annual meeting and (b) no later than the close of business on the later of the 90th day prior to such annual meeting or the close of business on the 10th day following the day on which public announcement of the date of such meeting is first made by New GCT.
Limitation of Liability of Directors and Officers
The Existing Certificate of Incorporation provides that a director of Concord III will not be personally liable to Concord III or its stockholders for monetary damages for breach of fiduciary duty as a director. Any amendment, modification or repeal of the foregoing sentence will not adversely affect any right or protection of a director of Concord III hereunder in respect of any act or omission occurring prior to the time of such amendment, modification or repeal.	The DGCL permits limiting or eliminating the monetary liability of a director or certain officers to a corporation or its stockholders, except with regard to breaches of the duty of loyalty, intentional misconduct, unlawful repurchases or dividends, or improper personal benefit. The Proposed Certificate of Incorporation provides that the liability of the directors and officers of New GCT to New GCT or New GCT’s stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, will be eliminated or limited to the fullest extent permitted under applicable law.
Indemnification of Directors, Officers, Employees and Agents
The Existing Certificate of Incorporation provides that, to the fullest extent permitted by applicable law, Concord III will indemnify and hold harmless each person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed	The DGCL generally permits a corporation to indemnify its directors, officers, employees and agents acting in good faith. Under the DGCL, the corporation through its stockholders, directors or independent legal counsel, will determine that the conduct of the person seeking indemnity conformed

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Concord III	New GCT
action, suit or proceeding, whether civil, criminal, administrative or investigative by reason of the fact that he or she is or was a director or officer of Concord III or, while a director or officer of Concord III, is or was serving at the request of Concord III as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan, whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred by such indemnitee in connection with such proceeding. Concord III will to the fullest extent not prohibited by applicable law pay the expenses (including attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding will be made only upon receipt of an undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced if it will ultimately be determined that the indemnitee is not entitled to be indemnified.	with the statutory provisions governing indemnity. The New GCT Bylaws provide that to the fullest extent permitted by applicable law, New GCT will indemnify and hold harmless each natural person who is or was made a party or is threatened to be made a party to or is otherwise involved in any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he or she is or was a director or officer of New GCT or, while a director or officer of New GCT, is or was serving at the request of New GCT as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, other enterprise or nonprofit entity, including service with respect to an employee benefit plan (an “indemnitee”), whether the basis of such proceeding is alleged action in an official capacity as a director, officer, employee or agent, or in any other capacity while serving as a director, officer, employee or agent, against all liability and loss suffered and expenses (including, without limitation, attorneys’ fees, judgments, fines, ERISA excise taxes and penalties and amounts paid in settlement) reasonably incurred by such indemnitee in connection with such proceeding. New GCT will to the fullest extent not prohibited by applicable law pay the expenses (including, without limitation, attorneys’ fees) incurred by an indemnitee in defending or otherwise participating in any proceeding in advance of its final disposition; provided, however, that, to the extent required by applicable law, such payment of expenses in advance of the final disposition of the proceeding will be made only upon receipt of an undertaking, by or on behalf of the indemnitee, to repay all amounts so advanced if it will ultimately be determined that the indemnitee is not entitled to be indemnified under Section 7.1 of the New GCT By-laws or otherwise.
Corporate Opportunity
The Existing Certificate of Incorporation provides that, to the extent allowed by law, the doctrine of corporate opportunity, or any other analogous doctrine, will not apply with respect to Concord III or any of its officers or directors, or any of their respective affiliates, in circumstances where the application of any such doctrine would conflict with any fiduciary duties or contractual obligations they may have as of the date of this Amended and Restated Certificate or in the future, and Concord III renounces any expectancy that any of the directors or officers of Concord III will offer any such corporate opportunity of which he or she	The Proposed Certificate of Incorporation of New GCT provides that New GCT renounces, to the fullest extent permitted by law, any interest or expectancy of New GCT in, or in being offered an opportunity to participate in, any Excluded Opportunity pursuant to Section 122(17) of the DGCL. An “Excluded Opportunity” is any matter, transaction or interest that is presented to, or acquired, created or developed by, or which otherwise comes into the possession of (i) any director of the New GCT who is not an employee of the New GCT or any of its subsidiaries, or (ii) any holder of GCT Common Stock or GCT Preferred

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Concord III	New GCT
may become aware to Concord III, except, the doctrine of corporate opportunity will apply with respect to any of the directors or officers of Concord III only with respect to a corporate opportunity that was offered to such person solely in his or her capacity as a director or officer of Concord III and such opportunity is one Concord III is legally and contractually permitted to undertake and would otherwise be reasonable for Concord III to pursue.	Stock or any partner, member, director, stockholder, employee or agent of any such holder, other than someone who is an employee of the New GCT or any of its subsidiaries (collectively, “Covered Persons”), unless such matter, transaction or interest is presented to, or acquired, created or developed by, or otherwise comes into the possession of, a Covered Person expressly and solely in such Covered Person’s capacity as a director of the New GCT, such opportunity is one the New GCT is legally and contractually permitted to undertake and would otherwise be reasonable for the New GCT to pursue, and to the extent the director is permitted to refer that opportunity to the New GCT without violating any legal or contractual obligation.
Exclusive Forum Selection
Unless Concord III consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will to the fullest extent permitted by law be the sole and exclusive forum for any stockholder (including a beneficial owner) to bring (i) any derivative action or proceeding brought on behalf of Concord III, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer or other employee of Concord III to Concord III or Concord III’s stockholders, (iii) any action asserting a claim against Concord III, its directors, officers or employees arising pursuant to any provision of the DGCL or this Amended and Restated Certificate or Concord III’s current Bylaws, or (iv) any action asserting a claim against Concord III, its directors, officers or employees governed by the internal affairs doctrine, except for, as to each of (i) through (iv) above, any claim as to which the Court of Chancery determines that there is an indispensable party not subject to the jurisdiction of the Court of Chancery (and the indispensable party does not consent to the personal jurisdiction of the Court of Chancery within ten days following such determination), which is vested in the exclusive jurisdiction of a court or forum other than the Court of Chancery, or for which the Court of Chancery does not have subject matter jurisdiction. Notwithstanding the foregoing, the Existing Certificate of Incorporation provides that the exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act, the Securities, or any other claim for which the federal courts have exclusive jurisdiction. Section 27 of the Exchange Act creates	Unless New GCT consents in writing to the selection of an alternative forum, (i) (a) any derivative action or proceeding brought on behalf of New GCT, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of New GCT to New GCT or New GCT’s stockholders, (c) any action asserting a claim against New GCT or its current or directors, officers, employees, or New GCT’s stockholders arising pursuant to any provision of the General Corporation Law of the State of Delaware, the Proposed Certificate of Incorporation or the New GCT’s Bylaws (as either may be amended or restated) or as to which the General Corporation Law of the State of Delaware confers jurisdiction on the Court of Chancery of the State of Delaware or (d) any action asserting a claim against New GCT or its current or former directors, officers, employees, or stockholders governed by the internal affairs doctrine of the law of the State of Delaware will, to the fullest extent permitted by law, be brought by any stockholder (including a beneficial owner) exclusively in the Court of Chancery of the State of Delaware or, solely if such court does not have subject matter jurisdiction thereof, in the United States District Court for the District of Delaware; and (ii) the federal district courts of the United States will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

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Concord III	New GCT
exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.	​
Liquidation
The Existing Certificate of Incorporation provides that, subject to applicable law, the rights, if any, of the holders of any outstanding series of the preferred stock and the provisions of Article IX, in the event of any voluntary or involuntary liquidation, dissolution or winding up of Concord III, after payment or provision for payment of the debts and other liabilities of Concord III, the holders of shares of Concord III Common Stock will be entitled to receive all the remaining assets of Concord III available for distribution to its stockholders, ratably in proportion to the number of shares of Concord III Class A Common Stock (on an as converted basis with respect to the Concord III Class B Common Stock) held by them.	Upon the dissolution or liquidation or winding up of the affairs of New GCT, whether voluntary or involuntary, holders of New GCT Common Stock will be entitled to receive all assets of New GCT available for distribution to New GCT’s stockholders equally on a per share basis, subject to any preferential rights of any then outstanding shares of preferred stock of New GCT and after payment or provision for payment of New GCT’s debts.
Redemption Rights
Prior to the consummation of the initial business combination, Concord III will provide all holders of Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of the initial business combination pursuant to the Existing Certificate of Incorporation for cash equal to the applicable redemption price per share determined in accordance with Existing Certificate of Incorporation.	None.

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INFORMATION ABOUT CONCORD III

Unless the context otherwise requires, all references in this section to “we,” “us,” or “our” refer to Concord III.

Overview

We are a blank check company incorporated as a Delaware corporation for the purpose of effecting a merger, stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses, which we refer to as our initial business combination. We may pursue a merger opportunity in any industry or sector. We have sought to acquire established and growing businesses that we believe are fundamentally sound with an attractive financial profile and poised for continued and accelerating growth, but potentially in need of some form of financial, operational, strategic or managerial guidance to maximize value.

Initial Public Offering

On November 8, 2021, we completed our IPO of 34,500,000 Concord III Units, including the issuance of 4,500,000 Concord III Units as a result of the underwriters’ exercise in full of their over-allotment option. The Concord III Units were sold at an offering price of $10.00 per unit, generating gross proceeds of $345,000,000. Simultaneously with the consummation of the IPO, we completed a private placement of an aggregate of 9,400,000 Private Warrants at a price of $1.00 per Private Warrant, generating total gross proceeds of $9,400,000. We also executed promissory notes with the Sponsor and CA2, evidencing loans to Concord III in the aggregate amount of $6,900,000. The terms of the Sponsor Loans provide for them to be repaid or converted into warrants (the “Sponsor Loan Warrants”) at a conversion price of $1.00 per warrant, at the Sponsors’ discretion. The Business Combination Agreement provides that the Sponsor Loans will be canceled at the Closing.

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 immediately following the IPO.

The First Extension

On May 4, 2023, Concord III’s stockholders approved a proposal to amend its amended and restated certificate of incorporation to extend the date by which it had to consummate a business combination from May 8, 2023 to November 8, 2023, or such earlier date as may be determined by Concord III’s board of directors. In connection with the votes to approve the First Extension, the holders of 30,460,066 shares of Concord III Class A Common Stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.42 per share, for an aggregate redemption amount of approximately $317.4 million, leaving approximately $42.1 million in the Trust Account immediately following the First Extension.

In April 2023, the Sponsor entered into non-redemption agreements with certain holders of Concord III Class A Common Stock in exchange for them agreeing not to redeem their shares of Concord III Class A Common Stock in connection with the First Extension. The non-redemption agreements provide for the transfer and assignment of economic interest of an aggregate of 999,665 shares of Concord III Class B Common Stock held by the Sponsor. Pursuant to the non-redemption agreements, the Sponsor has agreed to transfer such Founder Shares to the investors upon closing of an initial business combination.

The Second Extension

On November 7, 2023, Concord III’s stockholders approved a proposal to further amend its amended and restated certificate of incorporation, as amended, to extend the date by which it has to consummate a business combination from November 8, 2023 to August 8, 2024, or such earlier date as may be determined by Concord III’s board of directors. In connection with the votes to approve the Second Extension, the holders of 98,573 shares of Concord III Class A Common Stock properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.70 per share, for an aggregate redemption

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amount of approximately $1.1 million, leaving approximately $42.2 million in the Trust Account immediately following the Second Extension.

In November 2023, Concord III and the Sponsor entered into non-redemption agreements with certain holders of Concord III Class A Common Stock in exchange for them agreeing not to redeem their shares of Concord III Class A Common Stock in connection with the Second Extension. In exchange for the foregoing commitments not to redeem such shares, Concord III agreed to allocate to such investors an aggregate of 781,961 shares of Concord III Class A Common Stock, and the Sponsor agreed to surrender and forfeit to Concord III for no consideration an equal number of Founder Shares, upon closing of an initial business combination. In connection with the Second Extension, the Sponsor and the holders of Concord III Class B Common Stock converted an aggregate of 8,624,999 shares of Concord III Class B Common Stock to shares of Concord III Class A Common Stock in accordance with the Existing Certificate of Incorporation (the “Class B Conversion”). Following the Class B Conversion, there was one share of Concord III Class B Common Stock outstanding, which is held by the Sponsor.

NYSE Notification

On January 19, 2024, Concord III received a notification (the “Notice”) from the NYSE informing Concord III that, because the number of public stockholders is less than 300, Concord III is not in compliance with Section 802.01B of the NYSE Listed Company Manual (the “Listing Rule”). The Listing Rule requires Concord III to maintain a minimum of 300 public stockholders on a continuous basis. The Notice specifies that Concord III has 45 days to submit a business plan that demonstrates how Concord III expects to return to compliance with the Listing Rule within 18 months of receipt of the Notice.

Concord III plans to promptly submit a business plan that demonstrates how Concord III expects to return to compliance with the Listing Rule within 18 months of receipt of the Notice. Concord III expects that upon completion of an initial business combination it will have at least 300 public stockholders. The Notice has no immediate impact on Concord III’s common stock, and provided the NYSE approves the plan, Concord III’s common stock will continue to be listed and traded on the NYSE during the 18-month period, subject to Concord III’s compliance with other NYSE listing standards and periodic review by the NYSE of Concord III’s progress under the plan.

Fair Market Value of Target Business

Pursuant to the NYSE listing rules, our initial business combination must occur with one or more target businesses that together have an aggregate fair market value of at least 80% of the assets held in the Trust Account (excluding the deferred underwriting commissions and taxes payable on the income earned on the Trust Account) at the time of the agreement to enter into the initial business combination. The Concord III board of directors has determined that this test is met in connection with the proposed Business Combination. Notwithstanding the foregoing, if we are not then listed on the NYSE, these rules will not be applicable to us.

Stockholder Approval of Business Combination

Under the Existing Certificate of Incorporation, in connection with any proposed business combination, we must seek stockholder approval of an initial business combination at a meeting called for such purpose at which Public Stockholders may seek to redeem their Public Shares, regardless of whether they vote for or against the proposed business combination. Accordingly, in connection with the Business Combination, the Public Stockholders may seek to redeem their Public Shares in accordance with the procedures set forth in this proxy statement/prospectus.

Voting Restrictions in Connection with Stockholder Meeting

In connection with any vote for a proposed business combination, including the vote with respect to the Business Combination Proposal, the Sponsor and all of our officers and directors have agreed to vote their Founder Shares and any Public Shares held by them in favor of such proposed business combination.

No directors or officers of Concord III have purchased any securities of Concord III in any open market transactions. However, at any time prior to the special meeting, during a period when they are not

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then aware of any material nonpublic information regarding Concord III or its securities, Concord III, Concord III’s officers, directors and advisors, the Sponsor, GCT and/or their respective affiliates may purchase Public Shares and/or Public Warrants from investors, or they may enter into transactions with such investors and others to provide them with incentives to acquire shares of Concord III Common Stock. In such transactions, the purchase price for the Concord III Common Stock is not expected to exceed the redemption price. In addition, the persons and entities described above will waive redemption rights, if any, with respect to the Concord III Common Stock they acquire in such transactions. However, any Concord III Common Stock acquired by the persons or entities described above would not vote on the Business Combination Proposal.

The purpose of such share purchases and other transactions would be to increase the likelihood that the conditions to the consummation of the Business Combination are satisfied. This may result in the completion of our Business Combination which may not otherwise have been possible.

As of the date of this proxy statement/prospectus, there have been no such discussions and no agreements to such effect have been entered into with any such investor or holder. If such arrangements or agreements are entered into, Concord III will file with the SEC a Current Report on Form 8-K prior to the special meeting to disclose any arrangements entered into or significant purchases made by any of the aforementioned persons or entities. Any such report will include: (i) the amount of Public Shares purchased and the purchase price; (ii) the purpose of such purchases; (iii) the impact of such purchases on the likelihood that the Business Combination will be approved; (iv) the identities or characteristics of security holders who sold shares if not purchased in the open market or the nature of the sellers; and (v) the number of Public Shares for which Concord III has received redemption requests.

Liquidation if No Business Combination

Under our Existing Certificate of Incorporation, we will have until August 8, 2024 to consummate an initial business combination, or such earlier date as may be determined by our board of directors. If we are unable to consummate an initial business combination within such time period, we will redeem 100% of our issued and outstanding Public Shares for a pro rata portion of the funds held in the Trust Account, 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, subject to applicable law and as further described herein, and then seek to dissolve and liquidate Concord III. There will be no redemption rights or liquidating distributions with respect to our warrants, which will expire worthless if we fail to complete a Business Combination within the required timeframe.

Prior to the IPO, the Sponsor, and our officers and directors waived their rights to participate in any liquidation distribution with respect to their Founder Shares. As a consequence of such waivers, a liquidating distribution will be made only with respect to the Public Shares.

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 the 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, the Sponsor will not be responsible to the extent of any liability for such third-party claims. We have not independently verified whether the 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 the Public Stockholders, in proportion to their respective equity interests, an aggregate amount then on deposit

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in the Trust Account, including interest earned on the funds held in the Trust Account not previously released to us to pay our taxes, if any (less up to $100,000 of interest to pay dissolution expenses).

Redemption Rights for Public Stockholders upon Completion of our Initial Business Combination

We will provide our Public Stockholders with the opportunity to redeem all or a portion of their shares of common stock upon the completion of our initial business combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial business combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding Public Shares, subject to the limitations described herein. At completion of the business combination, we will be required to purchase any Public Shares properly delivered for redemption and not withdrawn. The redemption rights will include the requirement that a beneficial holder must identify itself in order to validly redeem its shares. There will be no redemption rights upon the completion of our initial business combination with respect to our warrants. Prior to the IPO, the Sponsor, and our officers and directors agreed to waive their redemption rights with respect to any Founder Shares and any Public Shares held by them in connection with the completion of our initial business combination. None of such persons received any specific consideration for agreeing not to seek redemption of such shares.

Facilities

We currently maintain our principal executive offices at 477 Madison Avenue, 22nd Floor, New York, NY 10022. The cost for this space is included in the $20,000 per month fee that we pay an affiliate of our Sponsor for office space, administrative and support services. We consider our current office space adequate for our current operations.

Upon consummation of the Business Combination, the principal executive offices of New GCT will be those of GCT.

Employees

We currently have two officers and do not intend to have any full-time employees prior to the completion of our initial business combination. Members of our management team are not obligated to devote any specific number of hours to our matters but they intend to devote as much of their time as they deem necessary to our affairs until we have completed our initial business combination. The amount of time that any such person will devote in any time period to our company will vary based on whether a target business has been selected for our initial business combination and the current stage of the business combination process.

Directors and Executive Officers

Our Current directors and executive officers are listed below:

Name	Age	Title
Bob Diamond	72	Chairman of the Board
Jeff Tuder	50	Chief Executive Officer and Director
Michele Cito	34	Chief Financial Officer
Peter Ort	53	Director
Thomas King	63	Director
Larry Leibowitz	63	Director

Bob Diamond serves as Chairman of our board of directors. Mr. Diamond is Founding Partner and Chief Executive Officer of Atlas Merchant Capital LLC (“Atlas”). Mr. Diamond has also been the Chairman of Concord Acquisition Corp (“Concord I”) and Concord Acquisition Corp II (“Concord II”). Until 2012, Mr. Diamond was Chief Executive of Barclays, having previously held the position of President of Barclays, responsible for Barclays Capital and Barclays Global Investors (“BGI”). He became an executive

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director of Barclays in 2005 and had been a member of the Barclays Executive Committee since 1997. Prior to Barclays, Mr. Diamond held senior executive positions at Credit Suisse First Boston and Morgan Stanley in the United States, Europe and Asia. Mr. Diamond worked at Credit Suisse First Boston from 1992 to 1996, where his roles included Vice Chairman and Head of Global Fixed Income and Foreign Exchange in New York, as well as Chairman, President and CEO of Credit Suisse First Boston Pacific. Mr. Diamond worked at Morgan Stanley from 1979 to 1992, including as the Head of European and Asian Fixed Income Trading. Mr. Diamond is currently a member of the Board of Directors of South Street Securities Holdings, Inc. and Crux Informatics. He is also a Trustee of The American Foundation of the Imperial War Museum Inc., a Life Member of The Council on Foreign Relations and is involved in several non-profit initiatives, including being a Director of the Diamond Foundation. He is also Life Trustee and former Chair of the Colby College Board of Trustees. Mr. Diamond also serves on the board of directors of Concord II.

Jeff Tuder serves as our Chief Executive Officer and on our board of directors. Mr. Tuder is currently an Operating Partner of Atlas, having joined in September 2020. Mr. Tuder has also been the Chief Executive Officer of Concord I and Concord II. Previously, Mr. Tuder founded Tremson Capital Management, LLC to invest in undervalued public equities and to make private equity and credit investments in partnership with a number of family offices. Prior to founding Tremson, Mr. Tuder held various investment positions at JHL Capital Group, a $3 billion multi-strategy hedge fund, KSA Capital Management, a deep value long/​short equity fund, and CapitalSource Finance, where he was a Managing Director and Head of its Special Opportunity credit investment business. Mr. Tuder began his career as a private equity professional at Fortress Investment Group, where he underwrote and managed private equity investments for Fortress’ various investment vehicles; Nassau Capital, LLC, which managed the private assets of Princeton University’s Endowment; and ABS Capital Partners, a private equity firm affiliated with Alex. Brown & Sons. Mr. Tuder is currently a member of the board of directors of Inseego Corporation (NASDAQ: INSG) and serves as a board advisor to various private companies. He previously served on the board of directors of Unico American (NASDAQ: UNAM). Mr. Tuder received a B.A. in English Literature from Yale College. Mr. Tuder also serves as Chief Executive Officer of Concord II.

Michele Cito serves as our Chief Financial Officer. Ms. Cito is Chief Financial Officer and a Managing Director of Atlas Merchant Capital LLC, having joined in June 2014. Ms. Cito joined Atlas as Controller and later served as Vice President of Finance and Operations prior to becoming Chief Financial Officer. Ms. Cito has also been the Chief Financial Officer of Concord I and Concord II. Previously, Ms. Cito worked as an Auditor at Deloitte & Touche LLP in financial services. Ms. Cito is a Certified Public Accountant and received a B.A. in Public Accounting, and an MBA from Pace University. Ms. Cito also serves as Chief Financial Officer of Concord II.

Peter Ort serves on our board of directors. Mr. Ort is Head of Product at FS Investments and is a Partner at Cambium Capital. He previously co-founded CurAlea Associates and was a Managing Director at Goldman Sachs, where he was co-head of the Hedge Fund Strategies Group and also worked in the firm’s Private Equity Group and Financial Institutions Group in New York and Tokyo. Mr. Ort graduated from Duke University, obtained J.D. and M.B.A. degrees from New York University, is a member of the New York and New Jersey State Bars, and was a Fulbright Scholar in Japan. Mr. Ort also serves on the board of directors of Concord II.

Thomas King serves on our board of directors. Mr. King is an Operating Partner of Atlas. He has more than 30 years of experience in the investment banking and financial services industry. Most recently, Mr. King served as Chief Executive Officer of Investment Banking at Barclays and Chairman of the Investment Banking Executive Committee. Mr. King was also a member of the Barclays Group Executive Committee, which oversees all of the Barclays plc businesses. Mr. King began his career at Salomon Brothers, which was later acquired by Citigroup. During his tenure at Citigroup, he served as Global Head of Mergers and Acquisitions, Head of Investment Banking for the EMEA (Europe, Middle East and Africa) Region and Head of Corporate and Investment Banking for the EMEA region. In 2009, Mr. King moved to Barclays Investment Bank and held several senior roles before becoming CEO, including Head of European Investment Banking, Co-Head of Global Corporate Finance, Global Head of Investment Banking. Mr. King received his MBA with distinction from the Wharton School, University of Pennsylvania and his Bachelor of Arts degree from Bowdoin College. He previously served on the Board of Directors of Radius Global

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Infrastructure, Inc. (Nasdaq: RADI) and currently serves on the board of directors of SVB Financial Group and Clear Channel Outdoor Holdings, Inc. (NYSE: CCO) and various private boards and Chairs the Board of Trustees at the King School in Stamford, Connecticut.

Larry Leibowitz serves on our board of directors. Mr. Leibowitz is a finance and technology entrepreneur who specializes in business transformation and capital markets. Mr. Leibowitz is an Operating Partner of Atlas Merchant Capital, and Board Director of Enfusion Inc. (NYSE:ENFN), as well as Vice Chairman of XCHG Xpansiv, an intelligent commodities exchange focusing on renewable energy products, and is on the board of various other private companies in the data management, fintech, digital law, and site logistics businesses. Most recently, Mr. Leibowitz served as Chief Operating Officer, Head of Global Equities Markets and as a Member of the board of directors of NYSE Euronext, from 2007 to 2013. Prior to that, Mr. Leibowitz served as Chief Operating Officer of Americas Equities at UBS, Co-head of Schwab Soundview Capital Markets, and CEO of Redibook. Mr. Leibowitz was formerly a founding partner at Bunker Capital, and Managing Director and Head of Quantitative Trading and Equities technology at CS First Boston. Mr. Leibowitz also serves on the board of directors of Concord II.

Director Independence

The rules of the NYSE require that a majority of our board of directors be independent within one year of our initial public offering. An “independent director” is defined generally as a person that, in the opinion of the company’s board of directors, has no material relationship with the listed company (either directly or as a partner, stockholder or officer of an organization that has a relationship with the company). We have three “independent directors” as defined in the NYSE rules and applicable SEC rules. Our board of directors has determined that each of Peter Ort, Thomas King and Larry Leibowitz is an independent director under applicable SEC and NYSE rules. Our independent directors will have regularly scheduled meetings at which only independent directors are present.

Number and Terms of Office of Officers and Directors

Our board of directors consists of five members. Our board of directors is divided into three classes, with only one class of directors being elected in each year, and with each class (except for those directors appointed prior to our first annual meeting of stockholders) serving a three-year term. The term of office of the first class of directors, consisting of Peter Ort, will expire at our first annual meeting of stockholders. The term of office of the second class of directors, consisting of Larry Leibowitz and Thomas King, will expire at our second annual meeting of stockholders. The term of office of the third class of directors, consisting of Bob Diamond and Jeff Tuder, will expire at our third annual meeting of stockholders.

Prior to consummation of our initial business combination, holders of Concord III Class B Common Stock have the right to elect all of our directors and remove members of our board of directors for any reason. Holders of our Public Shares do not have the right to vote on the election of directors during such time. These provisions of our amended and restated certificate of incorporation may only be amended if approved by holders of a majority of at least 90% of the outstanding shares of our common stock voting at a stockholder meeting. Approval of our initial business combination will require the affirmative vote of a majority of our board directors, which must include a majority of our independent directors. Subject to any other special rights applicable to the stockholders, prior to our initial business combination, any vacancies on our board of directors may be filled by the affirmative vote of a majority of the directors present and voting at the meeting of our board of directors that includes any directors representing the Sponsor then on our board of directors, or by holders of a majority of the outstanding shares of Concord III Class B Common Stock.

Our officers are appointed by the board of directors and serve at the discretion of the board of directors, rather than for specific terms of office. Our board of directors is authorized to appoint persons to the offices set forth in our bylaws as it deems appropriate. Our bylaws provides that our officers may consist of a Chairman of the Board, a Chief Executive Officer, a Chief Financial Officer, a Secretary and such other officers (including without limitation, a President, Vice Presidents, Assistant Secretaries, and a Treasurer) as our board of directors from time to time may determine.

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Committees of the Board of Directors

Our board of directors has three standing committees: an audit committee, a compensation committee and a nominating and corporate governance committee, each of which is composed solely of independent directors. Each committee operates under a charter that has been approved by our board of directors and has the composition and responsibilities described below. The charter of each committee is available on our website.

Audit Committee

The members of our audit committee are Peter Ort, Thomas King and Larry Leibowitz. Mr. Ort serves as chairman of the audit committee.

Each member of the audit committee is financially literate and our board of directors has determined that Mr. Ort qualifies as an “audit committee financial expert” as defined in applicable SEC rules and has accounting or related financial management expertise.

We have adopted an audit committee charter, which details the purpose and principal functions of the audit committee, including:

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assisting board oversight of (1) the integrity of our financial statements, (2) our compliance with legal and regulatory requirements, (3) our independent auditor’s qualifications and independence, and (4) the performance of our internal audit function and independent auditors;

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the appointment, compensation, retention, replacement, and oversight of the work of the independent auditors and any other independent registered public accounting firm engaged by us;

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pre-approving all audit and non-audit services to be provided by the independent auditors or any other registered public accounting firm engaged by us, and establishing pre-approval policies and procedures;

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reviewing and discussing with the independent auditors all relationships the auditors have with us in order to evaluate their continued independence;

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setting clear hiring policies for employees or former employees of the independent auditors;

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setting clear policies for audit partner rotation in compliance with applicable laws and regulations;

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obtaining and reviewing a report, at least annually, from the independent auditors describing (1) the independent auditor’s internal quality-control procedures and (2) any material issues raised by the most recent internal quality-control review, or peer review, of the audit firm, or by any inquiry or investigation by governmental or professional authorities, within the preceding five years respecting one or more independent audits carried out by the firm and any steps taken to deal with such issues;

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meeting to review and discuss our annual audited financial statements and quarterly financial statements with management and the independent auditor, including reviewing our specific disclosures under “Management’s Discussion and Analysis of Financial Condition and Results of Operations;

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reviewing and approving any related party transaction required to be disclosed pursuant to Item 404 of Regulation S-K promulgated by the SEC prior to us entering into such transaction; and

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reviewing with management, the independent auditors, and our legal advisors, as appropriate, any legal, regulatory or compliance matters, including any correspondence with regulators or government agencies and any employee complaints or published reports that raise material issues regarding our financial statements or accounting policies and any significant changes in accounting standards or rules promulgated by the Financial Accounting Standards Board, the SEC or other regulatory authorities.

Compensation Committee

The members of our compensation committee are Peter Ort, Thomas King and Larry Leibowitz. Thomas King serves as chairman of the compensation committee.

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We have adopted a compensation committee charter, which details the purpose and responsibilities of the compensation committee, including:

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reviewing and approving on an annual basis the corporate goals and objectives relevant to our Chief Executive Officer’s compensation, evaluating our Chief Executive Officer’s performance in light of such goals and objectives and determining and approving the remuneration (if any) of our Chief Executive Officer based on such evaluation;

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reviewing and making recommendations to our board of directors with respect to the compensation, and any incentive-compensation and equity-based plans that are subject to board approval of all of our other officers;

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reviewing our executive compensation policies and plans;

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implementing and administering our incentive compensation equity-based remuneration plans;

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assisting management in complying with our proxy statement and annual report disclosure requirements;

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approving all special perquisites, special cash payments and other special compensation and benefit arrangements for our officers and employees;

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producing a report on executive compensation to be included in our annual proxy statement; and

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reviewing, evaluating and recommending changes, if appropriate, to the remuneration for directors.

The charter also provides that the compensation committee may, in its sole discretion, retain or obtain the advice of a compensation consultant, independent legal counsel or other adviser and will be directly responsible for the appointment, compensation and oversight of the work of any such adviser. However, before engaging or receiving advice from a compensation consultant, external legal counsel or any other adviser, the compensation committee will consider the independence of each such adviser, including the factors required by the NYSE and the SEC.

Nominating and Corporate Governance Committee

The members of our nominating and corporate governance committee are Peter Ort, Thomas King and Larry Leibowitz. Larry Leibowitz serves as chair of the nominating and corporate governance committee.

We have adopted a nominating and corporate governance committee charter, which details the purpose and responsibilities of the nominating and corporate governance committee, including:

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identifying, screening and reviewing individuals qualified to serve as directors, consistent with criteria approved by the board, and recommending to the board of directors candidates for nomination for election at the annual meeting of stockholders or to fill vacancies on the board of directors;

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developing and recommending to the board of directors and overseeing implementation of our corporate governance guidelines;

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coordinating and overseeing the annual self-evaluation of the board of directors, its committees, individual directors and management in the governance of the company; and

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reviewing on a regular basis our overall corporate governance and recommending improvements as and when necessary.

The charter also provides that the nominating and corporate governance committee may, in its sole discretion, retain or obtain the advice of, and terminate, any search firm to be used to identify director candidates, and will be directly responsible for approving the search firm’s fees and other retention terms.

We have not formally established any specific, minimum qualifications that must be met or skills that are necessary for directors to possess. In general, in identifying and evaluating nominees for director, the board of directors considers educational background, diversity of professional experience, knowledge of our business, integrity, professional reputation, independence, wisdom, and the ability to represent the best

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interests of our stockholders. Prior to our initial business combination, holders of our Public Shares will not have the right to recommend director candidates for nomination to our board of directors.

Code of Ethics, Corporate Governance Guidelines and Committee Charters

We have adopted a Code of Ethics applicable to our directors, officers and employees in accordance with applicable federal securities laws. We have filed a copy of our Code of Ethics, our Audit Committee Charter, our Compensation Committee Charter and our Nominating and Corporate Governance Committee Charter as exhibits to our registration statement for our initial public offering. You may review these documents by accessing our public filings at the SEC’s web site at www.sec.gov. We intend to disclose any amendments to or waivers of certain provisions of our Code of Ethics in a Current Report on Form 8-K.

Our board of directors has also adopted Corporate Governance Guidelines in accordance with the corporate governance rules of the NYSE that serve as a flexible framework within which our board of directors and its committees operate. Copies of our Corporate Governance Guidelines, our Code of Ethics, our Audit Committee Charter, our Compensation Committee Charter and our Nominating and Corporate Governance Committee Charter are available on our corporate website. The information contained on or accessible through our corporate website or any other website that we may maintain is not incorporated by reference into this report.

Executive Officer and Director Compensation

None of our officers or directors have received any compensation for services rendered to us. The Sponsors, officers, directors and their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all payments that were made by us to the Sponsors, officers, directors or our or any of their respective affiliates.

After the completion of our initial business combination, directors or members of our management team who remain with us may be paid consulting, management or other compensation from the combined company. All compensation will be fully disclosed to stockholders, to the extent then known, in the tender offer materials or proxy solicitation materials furnished to our stockholders in connection with a proposed business combination. It is unlikely the amount of such compensation will be known at the time such materials are distributed, because the directors of the post-combination business will be responsible for determining executive officer and director compensation. Any compensation to be paid to our officers after the completion of our initial business combination will be determined by a compensation committee constituted solely by independent directors.

We are not party to any agreements with our officers and directors that provide for benefits upon termination of employment. The existence or terms of any such employment or consulting arrangements may influence our management’s motivation in identifying or selecting a target business, and we do not believe that the ability of our management to remain with us after the consummation of our initial business combination should be a determining factor in our decision to proceed with any potential business combination.

Legal Proceedings

There is no material litigation, arbitration or governmental proceeding currently pending against us or any members of our management team.

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CONCORD III MANAGEMENT’S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The statements in the discussion and analysis regarding industry outlook, our expectations regarding the performance of our business and the forward-looking statements are subject to numerous risks and uncertainties, including, but not limited to, the risks and uncertainties described in “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” Our actual results may differ materially from those contained in or implied by any forward-looking statements. You should read the following discussion together with the sections entitled “Risk Factors,” “Information About Concord III” and the audited financial statements, including the related notes, appearing elsewhere in this proxy statement/prospectus. All references to years, unless otherwise noted, refer to our fiscal years, which end on December 31. As used in this section, unless the context suggests otherwise, “we,” “us,” “our,” “the Company” or “Concord III” refer to Concord Acquisition Corp III.

Overview

We are a blank check company incorporated on February 18, 2021 as a Delaware corporation and 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. We intend to effectuate our initial business combination using cash from the proceeds of our initial public offering and the sale of the Private Placement Warrants, our capital stock, debt or a combination of cash, stock and debt.

We expect to continue to incur significant costs in the pursuit of our acquisition plans. We cannot assure you that our plans to complete a business combination will be successful.

Recent Developments

Proposed Business Combination

See “The Business Combination” elsewhere in this proxy statement/prospectus, which disclosure is incorporated herein by reference.

The Business Combination Agreement

See “The Business Combination Agreement” elsewhere in this proxy statement/prospectus, which disclosure is incorporated herein by reference.

PIPE Subscription Agreements

See “Certain Agreements Related to the Business Combination — PIPE Subscription Agreements; Convertible Note Financing” elsewhere in this proxy statement/prospectus, which disclosure is incorporated herein by reference.

Sponsor Support Agreement

See “Certain Agreements Related to the Business Combination — Sponsor Support Agreement” elsewhere in this proxy statement/prospectus, which disclosure is incorporated herein by reference.

Stockholder Support Agreement

See “Certain Agreements Related to the Business Combination — Stockholder Support Agreement” elsewhere in this proxy statement/prospectus, which disclosure is incorporated herein by reference.

Second Extension

On November 7, 2023, Concord III’s stockholders approved a proposal to further amend its amended and restated certificate of incorporation, as amended, to extend the date by which it has to consummate a business combination from November 8, 2023 to August 8, 2024, or such earlier date as may be determined by the Concord III’s board of directors (the “Second Extension”). In connection with the votes to approve the Second Extension, the holders of 98,573 shares of Concord III Class A Common Stock properly exercised

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their right to redeem their shares for cash at a redemption price of approximately $10.70 per share, for an aggregate redemption amount of approximately $1.1 million, leaving approximately $42.2 million in the Trust Account immediately following the Second Extension.

In November 2023, Concord III and the Sponsor entered into non-redemption agreements with certain holders of Concord III Class A Common Stock in exchange for them agreeing not to redeem their shares of Concord III Class A Common Stock in connection with the Second Extension. In exchange for the foregoing commitments not to redeem such shares, Concord III agreed to allocate to such investors an aggregate of 781,961 shares of Concord III Class A Common Stock, and the Sponsor agreed to surrender and forfeit to Concord III for no consideration an equal number of Founder Shares, upon closing of an initial business combination. In connection with the Second Extension, the Sponsor and the holders of Concord III Class B Common Stock converted an aggregate of 8,624,999 shares of Concord III Class B Common Stock to shares of Concord III Class A Common Stock in accordance with the Existing Certificate of Incorporation. Following the Class B Conversion, there was one share of Concord III Class B Common Stock outstanding, which is held by the Sponsor.

Waiver of Deferred Underwriting Fees by Citi

Citi and TD Cowen served as representatives in the IPO. In connection with such role, Citi was entitled to payment of a deferred underwriting fee upon consummation of an initial business combination by Concord III. On December 8, 2023, Citi notified Concord III that it waived its entitlement to the payment of $6,991,425 of deferred compensation in connection with its role as underwriter in Concord III’s IPO. See “Proposal No. 1 — The Business Combination Proposal — Waiver of Deferred Underwriting Fees by Citi” for additional information.

NYSE Notification

On January 19, 2024, Concord III received the Notice from the NYSE informing Concord III that, because the number of public stockholders is less than 300, Concord III is not in compliance with Section 802.01B of the Listing Rule. The Listing Rule requires Concord III to maintain a minimum of 300 public stockholders on a continuous basis. The Notice specifies that Concord III has 45 days to submit a business plan that demonstrates how Concord III expects to return to compliance with the Listing Rule within 18 months of receipt of the Notice.

Concord III plans to promptly submit a business plan that demonstrates how Concord III expects to return to compliance with the Listing Rule within 18 months of receipt of the Notice. Concord III expects that upon completion of an initial business combination it will have at least 300 public stockholders. The Notice has no immediate impact on Concord III’s common stock, and provided the NYSE approves the plan, Concord III’s common stock will continue to be listed and traded on the NYSE during the 18-month period, subject to Concord III’s compliance with other NYSE listing standards and periodic review by the NYSE of Concord III’s progress under the plan.

Results of Operations

We have neither engaged in any operations nor generated any revenues to date. Our only activities since inception have been organizational activities and those necessary for our initial public offering and activities related to seeking and consummating an acquisition target. We do not expect to generate any operating revenues until after completion of our initial business combination. Until such time that a business combination occurs, we will generate non-operating income in the form of investment income on cash and cash equivalents in the form of specified U.S. government treasury bills or specified money market funds after the IPO and non-operating income or expense from the changes in the fair value of warrant liabilities and Sponsor loans. There has been no significant change in our financial or trading position and no material adverse change has occurred since the date of our audited financial statements. Until the completion of our initial business combination, we expect to incur increased expenses as a result of being a public company (for legal, financial reporting, accounting and auditing compliance), as well as for due diligence expenses.

For the three months ended September 30, 2023, we had net loss of $1,107,189 which consisted of operating costs of $500,148, a change in the fair value of the warrant liability and sponsor loans of $1,057,000

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and income taxes of $106,318, partially offset by income from investments held in Trust Account of $555,280 and income from operating bank account of $997.

For the three months ended September 30, 2022, we had net income of $3,200,859 which consisted of a change in the fair value of the warrant liability and sponsor loans of $2,222,000 and income from investments held in the Trust Account of $1,588,513 partially offset by operating costs of $286,566 and income taxes of $323,088.

For the nine months ended September 30, 2023, we had net income of $762,879 which consisted of income from investments held in Trust Account of $6,289,385 and income from operating bank account of $3,205, partially offset by operating costs of $3,788,909, a change in the fair value of the warrant liability and sponsor loans of $450,800 and income taxes of $1,290,002.

For the nine months ended September 30, 2022, we had net income of $18,757,827 which consisted of a change in the fair value of the warrant liability and sponsor loans of $17,918,000 and income from investments held in Trust Account of $2,116,670 partially offset by operating costs of $895,786 and income taxes of $381,057.

For the year ended December 31, 2022, we had net income of $24,256,284, which consisted of formation and operating costs of $1,172,506, income tax expense of $995,207 offset by the change in the fair value of the warrant liability and sponsor loans of $21,332,800 and income from investments held in Trust Account of $5,091,197.

For the period from February 18, 2021 (inception) through December 31, 2021, we had net income of $9,169,605, which consisted of formation and operating costs of $361,567, fair value of Private Warrants in excess of purchase price of $886,420, and offering costs attributable to the warrant liability of $1,035,747 offset by the change in the fair value of the warrant liability and sponsor loans of $11,431,645 and interest earned on investment held in the Trust Account of $21,694.

Liquidity and Capital Resources

Until the consummation of the IPO, as described below, our only source of liquidity was an initial purchase of shares of common stock by the sponsors and loans from our Sponsor. We also executed promissory notes with the Sponsors, evidencing loans to the Company in the aggregate amount of $6,900,000. The Sponsor Loans shall be repaid or converted into Sponsor Loan Warrants at a conversion price of $1.00 per warrant, at the Sponsors’ discretion. The Sponsor Loan Warrants will be identical to the Private Warrants. Pursuant to the Sponsor Support Agreement, the Sponsor and CA2 each agreed to forgive, concurrently with the Closing, all amounts outstanding under the Sponsor Loans. Therefore, no Sponsor Loan Warrants will be issued in connection with the Closing.

We intend to use substantially all of the funds held in our Trust Account, including any amounts representing interest earned on the Trust Account (which interest shall be net of taxes payable) to complete our initial business combination. We may withdraw interest to pay our taxes. Delaware franchise tax is based on our authorized shares or on our assumed par and non-par capital, whichever yields a lower result. Under the authorized shares method, each share is taxed at a graduated rate based on the number of authorized shares with a maximum aggregate tax of $200,000 per year. Under the assumed par value capital method, Delaware taxes each $1,000,000 of assumed par value capital at the rate of $350; where assumed par value would be (1) our total gross assets following the IPO, divided by (2) our total issued shares of common stock following the IPO, multiplied by (3) the number of our authorized shares following the IPO. Based on the number of shares of our common stock authorized and outstanding and our total gross proceeds after the completion of the IPO, our annual franchise tax obligation is expected to be capped at the maximum amount of annual franchise taxes payable by us as a Delaware corporation of $200,000. Our annual income tax obligations will depend on the amount of interest and other income earned on the amounts held in the Trust Account. We expect the only taxes payable by us out of the funds in the Trust Account will be for taxes. We expect the interest earned on the amount in the Trust Account will be sufficient to pay our taxes. To the extent that our capital stock or debt is used, in whole or in part, as consideration to complete our initial business combination, the remaining proceeds held in the Trust Account will be used as working capital to finance the operations of the target business or businesses, make other acquisitions and pursue our growth strategies.

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As of September 30, 2023, we had available to us $212,936 of cash held outside the Trust Account (which included $203,663 of cash withdrawn by the Company from the Trust Account to pay taxes yet to be paid and excluding excise taxes). We will use these funds primarily to identify and evaluate target businesses, perform business due diligence on prospective target businesses, travel to and from the offices or similar locations of prospective target businesses or their representatives or owners, review corporate documents and material agreements of prospective target businesses, structure, negotiate and complete a business combination, and to pay taxes to the extent the interest earned on the Trust Account is not sufficient to pay our taxes.

In order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, the Sponsors, an affiliate of the Sponsors or our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to the Sponsors. The terms of such loans by the Sponsors, an affiliate of the Sponsors or our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our business combination, we do not expect to seek loans from parties other than the Sponsors, an affiliate of the Sponsors or our officers and directors, if any, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. As of September 30 , 2023, no such loans had been arranged.

If the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate our business prior to a Business Combination. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because the Company becomes obligated to redeem a significant number of Public Shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of a Business Combination. If the Company is unable to complete a Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following a Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations.

The Company has until August 8, 2024 to consummate a Business Combination. If a Business Combination is not consummated by this date and extension(s) are not obtained, there will be a mandatory liquidation and subsequent dissolution of the Company. Although the Company intends to consummate a Business Combination on or before August 8, 2024, it is uncertain whether the Company will be able to consummate a Business Combination by this time. In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, “Presentation of Financial Statements — Going Concern”, Concord III has determined that the mandatory liquidation, should a Business Combination not occur, and an extension is not obtained, and potential subsequent dissolution, as well as the potential for the Company to have insufficient funds available to operate its business prior to a Business Combination, raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after August 8, 2024.

Off-Balance Sheet Financing Arrangements

We have no obligations, assets or liabilities, which would be considered off-balance sheet arrangements as of September 30, 2023. We do not participate in transactions that create relationships with unconsolidated entities or financial partnerships, often referred to as variable interest entities, which would have been established for the purpose of facilitating off-balance sheet arrangements. We have not entered into any off-balance sheet financing arrangements, established any special purpose entities, guaranteed any debt or commitments of other entities, or purchased any non-financial assets.

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Contractual Obligations

We do not have any long-term debt, capital lease obligations, operating lease obligations or long-term liabilities, other than an agreement to pay an affiliate of the Sponsor a monthly fee of $20,000 for office space, administrative and support services. We began incurring these fees on November 3, 2021 and will continue to incur these fees monthly until the earlier of the completion of our initial business combination and our liquidation. Further, on May 3, 2022, the Sponsor agreed to loan the Company up to $350,000 to be used to pay operating expenses. This loan is non-interest bearing, unsecured, is not convertible into warrants or any other securities, and due at the closing of a business combination. The Company had not borrowed any amount under the promissory note. There was no balance outstanding as of both September  30, 2023 and December 31, 2022. Additionally, our underwriters are entitled to a deferred underwriting discount of $5,083,575 of the gross proceeds of the IPO held in the Trust Account upon the completion of the Company’s initial business combination subject to the terms of the underwriting agreement.

On March 29, 2023, the Company engaged a capital markets advisor in connection with seeking an extension for completing a business combination, a possible acquisition of a third party by merger, consolidation, acquisition of stock or assets or other business combination, and as a placement agent in connection with a private placement of debt, equity, equity-linked or convertible securities. The Company agreed to pay the capital markets advisor a transaction fee in connection with the services provided, payable upon and subject to the Company’s consummation of an initial business combination. The fee consists of a fixed and determinable portion and a variable portion contingent upon certain future events expected to take place upon completion of a business combination. As of September 30, 2023, $2,500,000 was accrued for the fee as the amount was fixed and determinable. These costs may be paid for using the proceeds of the cash available once a business combination is completed.

Critical Accounting Policies and Significant Judgments and Estimates

We prepare our financial statements in accordance with accounting principles generally accepted in the United States of America. The preparation of financial statements also requires us to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and expenses and related disclosures. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances. Actual results could differ significantly from the estimates made by our management. We have identified the following critical accounting policies:

Warrant Liability

The Company accounts for the 26,650,000 warrants issued in connection with the Initial Public Offering (the 17,250,000 Public Warrants and the 9,400,000 Private Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s statement of operations.

Sponsor Loans

The Company has elected to account for the $6,900,000 (original principal amount) in Sponsor Loans using the fair value option in accordance with the guidance contained in ASC 825-10-25. The fair value option provides an option to elect fair value as an alternative measurement for selected financial assets, financial liabilities, unrecognized firm commitments, and written loan commitments. The Company has elected to apply the fair value option to the Sponsor Loans to simplify the accounting model applied to that class of financial instruments.

Common Stock Subject to Possible Redemption

The Company accounts for its shares of Concord III Class A Common Stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Shares of Concord III Class A Common Stock subject to mandatory redemption (if any) are classified as a

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liability instrument and is measured at fair value. Conditionally redeemable shares of Concord III Class A Common Stock (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Concord III Class A Common Stock are classified as stockholders’ equity. The Company’s shares of Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, all shares of Concord III Class A Common Stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet.

Income Taxes

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized.

Net Income per Common Share

We comply with the accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share.” We have two classes of shares, which are referred to as Concord III Class A Common Stock and Concord III Class B Common Stock. Earnings and losses are shared pro rata between the two classes of stock. For purposes of computing diluted earnings per share, the weighted-average shares outstanding of common stock reflects the dilutive effect that could occur if convertible securities or other contracts to issue common stock were converted into or exercised for common stock as of the beginning of the period in which the conditions were satisfied (or as of the date of the contingent stock agreement, if later). The calculation of diluted net income per share does not consider the effect of the warrants issued in connection with the (i) IPO, (ii) exercise of over-allotment (iii) Private Placement and (iv) Sponsor Loans since the exercise of the warrants and sponsor loans would be anti-dilutive. The warrants (including warrants issuable in conjunction with the Sponsor Loans) are exercisable to purchase 33,550,000 shares of Concord III Class A Common Stock in the aggregate. Remeasurement associated with the redeemable shares of Concord III Class A Common Stock to redemption value is excluded from earnings per share as the redemption value approximates fair value.

Non-Redemption Agreements

In April 2023, the Sponsor and certain investors of the Concord III Class A Common Stock entered into non-redemption agreements. The non-redemption agreements provide for the assignment of economic interest of an aggregate of 999,665 shares of Concord III Class B Common Stock held by the Sponsor to the investors in exchange for such investors agreeing to hold and not redeem their shares of Concord Class A Common Stock at the special meeting of stockholders held on May 4, 2023 in connection with the First Extension. Pursuant to the non-redemption agreements, the Sponsor agreed to transfer to such investors an aggregate of 999,665 shares of Concord III Class B Common Stock upon the consummation of an initial Business Combination. Concord III estimated the aggregate fair value of the shares attributable to the investors to be $884,554 or $0.88 per share. Concord III complies with the requirements of SEC Staff Accounting Bulletin (“SAB”) Topic 5(A) — “Expenses of Offering” and SAB Topic 5(T): Miscellaneous Accounting — Accounting for Expenses or Liabilities Paid by Principal Stockholder(s). As such, the value of the Concord III Class B Common Stock assigned to the investors are recognized as offering costs and charged to shareholders’ deficit. The value of the Concord III Class B Common Stock contributed by the Sponsors is reported as an increase to shareholders’ deficit.

In November 2023, Concord III and the Sponsor entered into additional non-redemption agreements with certain holders of Concord III Class A Common Stock in exchange for them agreeing not to redeem their shares of Concord III Class A Common Stock in connection with the Second Extension. In exchange for the foregoing commitments not to redeem such shares, Concord III agreed to allocate to such investors an

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aggregate of 781,961 shares of Concord III Class A Common Stock, and the Sponsor agreed to surrender and forfeit to Concord III for no consideration an equal number of Founder Shares, upon closing of an initial business combination. In connection with the Second Extension, the Sponsor and the holders of Concord III Class B Common Stock converted an aggregate of 8,624,999 shares of Concord III Class B Common Stock to shares of Concord III Class A Common Stock in accordance with the Existing Certificate of Incorporation. Following the Class B Conversion, there was one share of Concord III Class B Common Stock outstanding, which is held by the Sponsor.

JOBS Act

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, relax certain reporting requirements for qualifying public companies. We will qualify as an “emerging growth company” and under the JOBS Act will be allowed to comply with new or revised accounting pronouncements based on the effective date for private (not publicly traded) companies. We are electing to delay the adoption of new or revised accounting standards, and as a result, we may not comply with new or revised accounting standards on the relevant dates on which adoption of such standards is required for non-emerging growth companies. As a result, our financial statements may not be comparable to companies that comply with new or revised accounting pronouncements as of public company effective dates.

Additionally, we are in the process of evaluating the benefits of relying on the other reduced reporting requirements provided by the JOBS Act. Subject to certain conditions set forth in the JOBS Act, if, as an “emerging growth company”, we choose to rely on such exemptions we may not be required to, among other things: (1) provide an auditor’s attestation report on our system of internal controls over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act; (2) provide all of the compensation disclosure that may be required of non-emerging growth public companies under the Dodd-Frank Wall Street Reform and Consumer Protection Act; (3) comply with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis); and (4) disclose certain executive compensation-related items such as the correlation between executive compensation and performance and comparisons of the CEO’s compensation to median employee compensation. These exemptions will apply for a period of five years following the completion of the IPO or until we are no longer an “emerging growth company,” whichever is earlier.

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CONCORD III RELATIONSHIPS AND RELATED PARTY TRANSACTIONS

Unless the context otherwise requires, all references in this section to “we,” “us,” or “our” refer to Concord III.

On March 1, 2021, the Sponsor purchased an aggregate of 7,187,500 Founder Shares for a capital contribution of $25,000. The number of Founder Shares issued was determined based on the expectation that the Founder Shares would represent 20% of the outstanding shares of Concord III Common Stock upon completion of the IPO. On March 25, 2021, the Sponsor sold 1,437,500 founder shares to CA2 and 25,000 to each of our independent directors, in each case at the original price per share. On May 6, 2021, CA2 sold 956,439 shares back to the Sponsor at the original purchase price, resulting in the Sponsor holding 6,631,439 founder shares and CA2 holding 481,061 founder shares. In November 2021, we effected a stock dividend of 1,437,500 shares with respect to the Concord III Class B Common Stock, resulting in the Sponsors and our three independent directors holding an aggregate of 8,625,000 Founder Shares (8,624,999 of which were converted to shares of Concord III Class A Common Stock in connection with the Second Extension). The Sponsor currently holds 7,957,727 Founder Shares, CA2 currently holds 577,273 Founder Shares and each of our three independent directors currently holds 30,000 Founder Shares.

The Sponsors purchased an aggregate of 9,400,000 Private Warrants at a price of $1.00 per warrant, for an aggregate purchase price of $9,400,000. There will be no redemption rights or liquidating distributions from the Trust Account with respect to the Founder Shares or Private Warrants, which will expire worthless if we do not consummate a business combination before November 8, 2024. As such, the Sponsors’ interest in this transaction is valued at $9,400,000. Among the Private Warrants, 8,260,606 warrants were purchased by the Sponsor and/or its designees and 1,139,394 warrants were purchased by CA2 and/or its designees.

In addition, the Sponsors lent to us an aggregate of $6,900,000 of Sponsor Loans as of the closing date of the IPO at no interest. The proceeds of the Sponsor Loans were added to the Trust Account and will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law). Of the total amount of the Sponsor Loans, $6,063,636 was provided by the Sponsor, and $836,364 was provided by CA2. The Sponsor Loans shall be repaid or converted into Sponsor Loan Warrants at a conversion price of $1.00 per warrant, at the Sponsors’ discretion. The Sponsor Loan Warrants are identical to the Private Warrants sold to the Sponsors concurrently with the closing of the IPO. The Sponsor Loans were extended in order to ensure that the amount in the Trust Account is $10.20 per public share. In connection with the Business Combination, the Sponsors entered into the Sponsor Support Agreement, pursuant to which each of the Sponsor and CA2 each agreed to forgive, concurrently with the Closing, all amounts outstanding under the Sponsor Loans. Therefore, no Sponsor Loan Warrants will be issued in connection with the Closing. If we do not complete an initial business combination, we will not repay the sponsor loan from amounts held in the Trust Account, and its proceeds will be distributed to our public stockholders. If any of our officers or directors becomes aware of a business combination opportunity which is suitable for one or more entities to which he or she has fiduciary, contractual or other obligations or duties, including Concord II, he or she may honor these obligations and duties to present such business combination opportunity to such entities first, including Concord II, and only present it to us if such entities reject the opportunity and he or she determines to present the opportunity to us. Our officers and directors currently have other relevant fiduciary, contractual or other obligations or duties that may take priority over their duties to us.

We have entered into an Administrative Services Agreement pursuant to which we will also pay an affiliate of the Sponsor a total of $20,000 per month for office space, administrative and support services. Upon completion of our initial business combination or our liquidation, we will cease paying these monthly fees. Accordingly, in the event the consummation of our initial business combination takes the maximum 18 months (or up to 24 months, as applicable) from the closing of the IPO, an affiliate of the Sponsor will be paid a total of $360,000 (or up to $480,000, as applicable) for office space, administrative and support services and will be entitled to be reimbursed for any out-of-pocket expenses. As of September 30, 2023 and December 31, 2022, the Company had no outstanding balance due to the affiliate of the Sponsor related to the administrative service fee.

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The Sponsor and our officers and directors or any of their respective affiliates will be reimbursed for any out-of-pocket expenses incurred in connection with activities on our behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. Our audit committee will review on a quarterly basis all material payments that were made by us to the Sponsor, officers, directors or our or any of their respective affiliates and will determine which expenses and the amount of expenses that will be reimbursed. There is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred by such persons in connection with activities on our behalf. As of September 30, 2023 the Company had an outstanding balance due to the affiliate of the Sponsor of $44,174.

Prior to the commencement of the offering, the Sponsor agreed to loan us up to $200,000 to be used for a portion of the expenses of the IPO. At the time of the IPO, we had borrowed $175,000 under such promissory note. The loan is non-interest bearing, unsecured and became due at the closing of the IPO. The loan has been repaid upon completion of the IPO out of the $600,000 of offering proceeds that has been allocated for the payment of offering expenses (other than underwriting commissions) not held in the Trust Account.

In addition, in order to fund working capital deficiencies or finance transaction costs in connection with an intended initial business combination, the Sponsors, an affiliate of the Sponsors or our officers and directors may, but are not obligated to, loan us funds as may be required. If we complete our initial business combination, we may repay such loaned amounts out of the proceeds of the Trust Account released to us. In the event that our initial business combination does not close, we may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from our Trust Account would be used for such repayment. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to the Sponsors. The terms of such loans by the Sponsors, an affiliate of the Sponsors or our officers and directors, if any, have not been determined and no written agreements exist with respect to such loans. Prior to the completion of our business combination, we do not expect to seek loans from parties other than the Sponsors, an affiliate of the Sponsors or our officers and directors, if any, as we do not believe third parties will be willing to loan such funds and provide a waiver against any and all rights to seek access to funds in our Trust Account. No such loans were made through December 31, 2022, or subsequent thereto.

On May 3, 2022, the Sponsor agreed to loan us up to $350,000 to be used to pay operating expenses. This loan is non-interest bearing, unsecured, is not convertible into warrants or any other securities, and due at the closing of a business combination. At September 30, 2023, no amounts related to the loan were outstanding.

After our initial business combination, members of our management team who remain with us, if any, may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to our stockholders, to the extent then known, in the tender offer or proxy solicitation materials, as applicable, furnished to our stockholders. It is unlikely the amount of such compensation will be known at the time of distribution of such tender offer materials or at the time of a stockholder meeting held to consider our initial business combination, as applicable, as it will be up to the directors of the post-combination business to determine executive officer and director compensation.

In connection with the IPO, we entered into a letter agreement with the Sponsor, CA2, and our officers and directors pursuant to which (x) they have agreed to waive: (1) their redemption rights with respect to any founder shares, the private placement shares and public shares, and shares underlying the Sponsor Loan Warrants held by them, as applicable, in connection with the completion of our initial business combination; (2) their redemption rights with respect to any founder shares, the private placement shares and public shares, and shares underlying the Sponsor Loan Warrants held by them in connection with a stockholder vote to approve an amendment to our amended and restated certificate of incorporation (A) to modify the substance or timing of our obligation to allow redemptions in connection with our initial business combination or to redeem 100% of our public shares if we have not consummated our initial business combination by August 8, 2024 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity; and (3) their rights to liquidating distributions from the Trust Account with respect to any founder shares and private placement shares they hold if we fail to complete our initial business combination by August 8, 2024 (although they will be entitled to liquidating distributions from the Trust

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Account with respect to any public shares they hold if we fail to complete our initial business combination within the prescribed time frame), and (y) the Founder Shares are subject to certain transfer restrictions.

In connection with the IPO, we have entered into a registration rights agreement with respect to the Founder Shares, Private Warrants, Sponsor Loan Warrants and Concord III Warrants that may be issued upon conversion of working capital loans and Sponsor Loans and the shares (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of working capital loans or Sponsor Loans).

In April 2023, the Sponsor entered into non-redemption agreements with certain holders of Concord III Class A Common Stock in exchange for them agreeing not to redeem their shares of Concord III Class A Common Stock in connection with the First Extension. The non-redemption agreements provide for the transfer and assignment of economic interest of an aggregate of 999,665 shares of Concord III Class B Common Stock held by the Sponsor. Pursuant to the non-redemption agreements, the Sponsor has agreed to transfer such Founder Shares to the investors upon closing of an initial business combination.

In November 2023, Concord III and the Sponsor entered into non-redemption agreements with certain holders of Concord III Class A Common Stock in exchange for them agreeing not to redeem their shares of Concord III Class A Common Stock in connection with the Second Extension. In exchange for the foregoing commitments not to redeem such shares, Concord III agreed to allocate to such investors an aggregate of 781,961 shares of Concord III Class A Common Stock, and the Sponsor agreed to surrender and forfeit to Concord III for no consideration an equal number of Founder Shares, upon closing of an initial business combination.

Concurrently with the execution and delivery of the Business Combination Agreement, Concord III entered into the Sponsor Support Agreement with GCT, the Sponsor and CA2. See “Certain Agreements Related to the Business Combination — Sponsor Support Agreement.”

Contemporaneously with the Closing, Concord III, certain stockholders of GCT, the Sponsor and certain stockholders of Concord III will enter into the Registration Rights Agreement. See “Certain Agreements Related to the Business Combination — Registration Rights Agreement.”

Contemporaneously with the Closing, certain stockholders of GCT, including its directors, officers, affiliates and holders of more than 5% of outstanding shares of GCT Common Stock as of the Closing, will enter into the Lock-Up Agreement. See “Certain Agreements Related to the Business Combination — Lock-Up Agreement.”

The Sponsor and Concord III’s officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred by them in connection with activities on Concord III’s behalf, such as identifying potential target businesses, performing due diligence on suitable target businesses and business combinations as well as traveling to and from the offices, plants or similar locations of prospectus target businesses to examine their operations. Concord III’s audit committee will review and approve all reimbursements and payments made to the Sponsor, officers, directors or their affiliates. There is no limit on the amount of such reimbursement by Concord III. To the extent such expenses exceed the available proceeds not deposited in the Trust Account and interest earned on the funds in the Trust Account that Concord III is entitled to withdraw, such expenses would not be reimbursed by Concord III unless it consummates an initial business combination.

Other than the foregoing, no compensation or fees of any kind will be paid to the Sponsor, members of Concord III’s management team or their respective affiliates, for services rendered prior to or in connection with the consummation of the initial business combination.

After Concord III’s initial business combination, members of its management team who remain with it may be paid consulting, management or other fees from the combined company with any and all amounts being fully disclosed to stockholders, to the extent then known, in the proxy solicitation materials furnished to Concord III’s stockholders. However, the amount of such compensation may not be known at the time of the stockholder meeting held to consider an initial business combination, as it will be up to the directors of the post-combination business to determine executive and director compensation. In this event, such

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compensation will be publicly disclosed at the time of its determination in a Current Report on Form 8-K or a periodic report, as required by the SEC.

All ongoing and future transactions between Concord III and any of its officers and directors or their respective affiliates will be on terms believed by Concord III to be no less favorable to it than are available from unaffiliated third parties. Such transactions will require prior approval by a majority of Concord III’s uninterested “independent” directors or the members of its board who do not have an interest in the transaction, in either case who had access, at Concord III’s expense, to its attorneys or independent legal counsel. Concord III will not enter into any such transaction unless its disinterested “independent” directors determine that the terms of such transaction are no less favorable to Concord III than those that would be available to it with respect to such a transaction from unaffiliated third parties.

Related Party Policy

Our Code of Ethics requires us to avoid, wherever possible, all conflicts of interests, except under guidelines or resolutions approved by our board of directors (or the appropriate committee of our board of directors) or as disclosed in our public filings with the SEC. Under our Code of Ethics, conflict of interest situations include any financial transaction, arrangement or relationship (including any indebtedness or guarantee of indebtedness) involving the company.

In addition, our audit committee, pursuant to a written charter, is responsible for reviewing and approving related party transactions to the extent that we enter into such transactions. An affirmative vote of a majority of the members of the audit committee present at a meeting at which a quorum is present will be required in order to approve a related party transaction. A majority of the members of the entire audit committee will constitute a quorum. Without a meeting, the unanimous written consent of all of the members of the audit committee will be required to approve a related party transaction. Our audit committee will review on a quarterly basis all payments that were made by us to the Sponsor, officers or directors, or our or any of their affiliates.

These procedures are intended to determine whether any such related party transaction impairs the independence of a director or presents a conflict of interest on the part of a director, employee or officer.

To further minimize conflicts of interest, we have agreed not to consummate an initial business combination with an entity that is affiliated with any of the Sponsor, officers or directors unless we, or a committee of independent and disinterested directors, have obtained an opinion from an independent investment banking firm which is a member of FINRA or an independent accounting firm that our initial business combination is fair to our company from a financial point of view. There will be no finder’s fees, reimbursements or cash payments made by us to the Sponsors, officers or directors or our or any of their respective affiliates, for services rendered to us prior to or in connection with the completion of our initial business combination, other than the following payments, none of which will be made from the proceeds of our initial public offering and the sale of the private placement units held in the Trust Account prior to the completion of our initial business combination:

•

repayment of an aggregate of up to $200,000 in loans made to us by the Sponsors to cover offering-related and organizational expenses;

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payment to an affiliate of the Sponsor of a total of $20,000 per month, for up to 24 months from the closing of the IPO, for office space, administrative and support services;

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reimbursement for any out-of-pocket expenses related to identifying, investigating and completing an initial business combination;

•

payment to the underwriters of their underwriting discount, deferred underwriting commissions, fees for any financial advisory, placement agency or other similar investment banking services the underwriters may provide to our company in the future, and reimbursement of the underwriters for any out-of-pocket expenses incurred by it in connection with the performance of such services; and

•

repayment of loans which may be made by the Sponsors, an affiliate of the Sponsors or our officers and directors to finance transaction costs in connection with an intended initial business combination, the terms of which have not been determined nor have any written agreements been executed with

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respect thereto. Up to $1,500,000 of such loans may be convertible into warrants at a price of $1.00 per warrant at the option of the lender.

These payments may be funded using the net proceeds of our initial public offering and the sale of the private placement units not held in the Trust Account or, upon completion of the initial business combination, from any amounts remaining from the proceeds of the Trust Account released to us in connection therewith.

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MANAGEMENT OF NEW GCT
FOLLOWING THE BUSINESS COMBINATION

References in this section to “we,” “our,” “us” and the “Company” generally refer to Combined Company and its consolidated subsidiaries after giving effect to the Business Combination.

Information about Directors Expected to be Appointed to the Board Upon the Closing of the Business Combination

Upon consummation of the Business Combination, New GCT’s board of directors will consist of seven members. Each of Concord III’s incumbent directors, except for Jeff Tuder, will resign from the Board upon the closing of the Business Combination. Concord III has the right to designate two initial directors following consummation of the Business Combination, and this right is only with respect to the initial board of directors following the consummation of Business Combination Agreement.

Directors and Executive Officers

The following sets forth certain information concerning the persons who are expected to serve as executive officers and members of the board of directors of New GCT following the consummation of the Business Combination.

Name	Age	Position
John Schlaefer	60	President, Chief Executive Officer and Class III Director
David Yoon	57	Vice President of Finance
Dr. Jeemee Kim	53	Vice President of Engineering and Chief Technology Officer
Alex Sum	76	Vice President of Marketing and Sales
Dr. Kyeongho Lee	54	Chairman and Class III Director
Robert Barker	77	Class II Director
Kukjin Chun	68	Class I Director
Hyunsoo Shin	69	Class II Director
Jeff Tuder	50	Class III Director

The foregoing table does not include one vacant Class I director position to be designated by the Sponsor pursuant to the Business Combination Agreement. Following the mailing of this proxy statement/​prospectus to Concord III stockholders, and most likely following consummation of the Business Combination, the Sponsor will identify an additional candidate to fill the remaining directorship.

Director Nominees

Kyeongho Lee, Ph.D. is a co-founder of GCT and has served as a Chairman of GCT’s board of directors since 2000. Since 2002, Dr. Lee has served as a member of the board of directors of AnaPass, Inc., a KOSDAQ-listed fabless semiconductor company that supplies advanced panel controller solutions. From 1995 to 1998, Dr. Lee served as a member of the technical staff at Silicon Image Inc., a provider of advanced, interoperable connectivity solutions for high-definition displays. As a member of Silicon Image’s engineering division, Dr. Lee created and patented the technology for the PanelLink flat panel display, which was adopted as the worldwide standards known as DVI and HDMI. Dr. Lee holds 17 U.S. patents on RF direct conversion and other RF design techniques, which laid the foundation for the development of GCT’s proprietary CMOS RF and single-chip technology. Dr. Lee holds a B.S., M.S. and Ph.D. in Electrical Engineering from Seoul National University, where he was granted the Distinguished Dissertation award for his Ph.D. thesis on CMOS RF technology. We believe that Mr. Lee is well-qualified to serve on New GCT’s board of directors due to his extensive technological expertise and business experiences in the mobile communications industry and his knowledge of GCT’s day-to-day operations.

Robert J. Barker has served as a member of GCT’s board of directors since April 2011, and served as Chairman of the Audit Committee since 2013. From October 1999 to January 2010, Mr. Barker was Vice President of Corporate Business Development at Micrel, Incorporated (Micrel), a semiconductor company

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focused on developing analog power integrated circuits. Mr. Barker was Vice President of Human Resources at Micrel from February 2008 to January 2010. From October 2008 to January 2009, Mr. Barker served as Interim Vice President of Finance and Chief Financial Officer of Micrel. Mr. Barker also served as Micrel’s Secretary from May 2000 to May 2001 and was reappointed as Secretary in February of 2009. From April 1994 to September 1999, Mr. Barker was Vice President of Finance and Chief Financial Officer of Micrel. Prior to that, Mr. Barker was Vice President of Finance and Secretary of Waferscale Integration, Inc., a fabless semiconductor manufacturer focused on non-volatile memory products. Mr. Barker also held various accounting and financial positions at Monolithic Memories and Lockheed Missiles and Space Co. Mr. Barker holds a B.S. in Electric Engineering and an M.B.A. from the University of California at Los Angeles. We believe that Mr. Barker is well-qualified to serve on New GCT’s board of directors due to his extensive experience in managing a semiconductor company and his understanding of the business operations and financial reporting of publicly traded technology companies, which would bring significant financial expertise and in-depth knowledge of the semiconductor industry to our board of directors.

Kukjin Chun has served as a member of GCT’s board of directors since 2022. Dr. Chun offers extensive expertise in electrical engineering, serving as Professor of Electrical and Computer Engineering at Seoul National University from 1989 to 2020, and Assistant Professor in the Electrical Engineering Department as WSU from 1986 to 1989. Prior to 1989, he held several positions at Seoul National University such as Head of the department of EECS and Director of the Microsystem Technology Center. Dr. Chun is a member of the National Academy of Engineering of Korea and a Fellow at the Institute of Physics in the United Kingdom as well as a Fellow at the Institute of Electrical and Electronics Engineers (IEEE). He has served in various positions with IEEE such as Vice-President, Member of Geographical Activity; Member of the board of directors; and Member on several committees such as Audit, Sections Congress Organizing and MGA Award. Among numerous awards, Dr. Chun has earned the Order of Science and Technology Merit of Korea. Dr. Chun holds a B.S. in Electrical Engineering from Seoul National University, as well as a M.S. and Ph.D. in Electrical Engineering from the University of Michigan. We believe that Mr. Chun is well-qualified to serve on New GCT’s board of directors due to his intimate knowledge of the business operations of GCT, as well as his extensive experience in the semiconductor industry and scientific knowledge of semiconductor solutions.

Hyunsoo “Hans” Shin has served as a member of GCT’s board of directors since 2022. He offers extensive expertise in business development and management, currently serving as Advisor to CJ Corporation since December 2022. Prior, Mr. Shin was the CEO of CJ America, supporting and guiding all the CJ affiliates in North and South America since 2020. From 2016 to 2019, Mr. Shin was the Executive Vice President, Head of Global Food Business at CJ Cheil-Jedang, where he was responsible for all profits and losses of the processed food business outside Korea. From 2013 to 2015, he served as CEO for CJ Foods in Los Angeles. Mr. Shin served as President of Kellogg Asia from 2002 to 2009 after having served as President of Nhong Shim Kellogg from 1999 to 2002. From 1991 to 1998, he worked for Pepsi-Cola International as President (1995-1998) and Marketing Director (1992-1995) of Pepsi-Cola Korea. From 1984 to 1990, he held various positions at Hyundai Electronics Industries such as National Sales Manager, Marketing Director and Semiconductor Foundry & Assembly Sales Manager. Mr. Shin holds a M.S. in Management from Sloan School of Management of the Massachusetts Institute of Technology (MIT), and a B.S. in Economics from Seoul National University. We believe that Mr. Shin is well-qualified to serve on New GCT’s board of directors due to his intimate knowledge of GCT’s business development and management.

Jeff Tuder has served as a member of Concord III’s board of directors since Concord III’s formation in February 2021. For information regarding Mr. Tuder, please refer to the section entitled “Information About Concord III — Directors and Executive Officers” above. We believe that Mr. Tuder is well-qualified to serve on New GCT’s board of directors because of his extensive experience in investing and the telecommunications industry, as well as his experience service on public company boards.

Executive Officers

John B. Schlaefer has served as a Chief Executive Officer of GCT since December 2012, as Chief Operating Officer from 2006 to 2012 and as a member of the board of directors since 2013. Mr. Schlaefer also previously served as a Product Line Director at National Semiconductor Corporation from 2001 to 2006. From 1994 to 2000, Mr. Schlaefer held a variety of marketing and business development positions at

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National Semiconductor Corporation. Prior to joining National Semiconductor Corporation, Mr. Schlaefer was a Program Manager at Watkins Johnson Company from 1987 to 1993. Mr. Schlaefer holds a B.S. and an M.S. in Electrical Engineering from Stanford University, and an MBA with an Emphasis in Finance and General Management from the University of California at Berkeley.

Jeongmin Kim has served as GCT’s Chief Technology Officer since 2013, and Vice President of Engineering since July 2003. Prior to 2003, Dr. Kim served as GCT’s Director of Engineering. Prior to joining GCT, Dr. Kim was involved in many industrial research projects relating to telecommunications technologies, including working as an independent design engineer in the development of an MPEG2 video decoder for HDTV with Daewoo Electronics, a home electronics company, from 1997 to 1998; a high performance H.263 video codec application-specific integrated circuit (ASIC) with Korea Telecom, an integrated wired/wireless telecommunication service provider, from 1995 to 1997; and a high performance microcontroller for Samsung Electronics from 1993 to 1995. Dr. Kim holds a B.S. and M.S. in Electrical Engineering from Seoul National University and a Ph.D. in the high performance CPU architecture, also from Seoul National University.

David Yoon has served as Vice President of Finance at GCT since 2020. Prior to his current role, Mr. Yoon served as GCT’s VP of International Finance & Treasurer from 2011 to 2020, and Corporate Controller from 2001 to 2011, and oversaw various financial reporting and treasury as well as managed the company’s audits. Mr. Yoon also played a major role in the company’s IPO application process including the S-1 filing in 2011. Prior to joining GCT in 2001, Mr. Yoon worked at PwC in Seoul, Korea, from 1992 to 2001 where he served from Associate to Senior Manager focusing on auditing, due diligence and business advisory services. He also worked at PwC in Colorado as a Senior Associate from 1998 to 1999. Mr. Yoon holds M.S. and B.S. degrees in Business Administration from Seoul National University. He is a Certified Public Accountant.

Alex Sum has served as Vice President and Sales of Marketing at GCT since 2013. From 2002 to 2013, Mr. Sum has served as GCT’s Vice President of Marketing and Business Development. From March 1992 to May 2002, Mr. Sum was Product Marketing Manager at Philips Semiconductor, the predecessor company of NXP Semiconductors, N.V., a semiconductor manufacturing company. From March 1983 to January 1992, Mr. Sum was Product/Test Engineering Supervisor at Supertex Inc., a technology company producing high voltage analog and mixed signal semiconductor components. From September 1977 to March 1983, Mr. Sum was Product / Test Engineering Supervisor at Fairchild Semiconductor International, Inc., a mixed signal, memory and discrete semiconductor company. From April 1975 to September 1977, Mr. Sum was Test/Wafer fab processing Engineering at Siliconix, the predecessor company of Vishay Intertechnology, Inc., a mixed signal, analog semiconductor company. Mr. Sum holds a B.S. in Electrical Engineering from San Jose State University.

Family Relationships

There are no family relationships between New GCT’s board of directors and any of its executive officers.

Classified Board of Directors

In accordance with the Proposed Certificate of Incorporation, New GCT’s board of directors will be divided into three classes with only one class of directors being elected at each annual meeting of New GCT’s stockholders and each director serving a three-year term. Each of the Class I Directors will have a term that expires at the next annual meeting of stockholders following the effectiveness of the Proposed Certificate of Incorporation, each of the Class II Directors will have a term that expires at the second annual meeting of stockholders following the effectiveness of the Proposed Certificate of Incorporation and each of the Class III Directors will have a term that expires at the third annual meeting of stockholders following the effectiveness of the Proposed Certificate of Incorporation, or, in each case, when their respective successors are elected and qualified, or upon their earlier death, resignation, retirement or removal. As discussed above, following the Business Combination, if elected, Kukjin Chun and one director to be designated by the Sponsor pursuant to the Business Combination Agreement will serve as Class I Directors, Robert Barker and Hyunsoo Shin will serve as Class II Directors and John Schlaefer, Jeff Tuder and Dr. Kyeongho Lee

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will serve as Class III Directors of New GCT. The remaining directorship to be designated by the Sponsor pursuant to the terms of the Business Combination Agreement will serve as a Class I Director of New GCT.

Director Independence

Upon the consummation of the Business Combination, New GCT’s board of directors is expected to determine that each of the directors of New GCT, other than Mr. Schlaefer, will qualify as an independent director, as defined under the listing rules of the NYSE, and New GCT’s board of directors will consist of a majority of “independent directors,” as defined under the rules of the SEC and the NYSE listing rules relating to director independence requirements. In addition, New GCT will be subject to the rules of the SEC and the NYSE relating to the membership, qualifications, and operations of the audit committee, as discussed below.

Committees of the Board of Directors

New GCT’s board of directors will direct the management of its business and affairs, as provided by Delaware law, and will conduct its business through meetings of the board of directors and its standing committees. The Combined Company will have a standing audit committee, compensation committee, and nominating and corporate governance committee, each of which will operate under a written charter.

In addition, from time to time, special committees may be established under the direction of New GCT’s board of directors when it deems it necessary or advisable to address specific issues. Following the Business Combination, current copies of New GCT’s committee charters will be available on New GCT’s website as required by applicable SEC and NYSE rules. The information on or available through such website is not deemed incorporated in this proxy statement/prospectus and does not form part of this proxy statement/​prospectus.

Audit Committee

Our audit committee will be responsible for, among other things:

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retaining, overseeing and evaluating the independence and performance of our independent auditor;

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reviewing and discussing with our independent auditor their annual audit, including the timing and scope of audit activities;

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pre-approving audit services;

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overseeing the financial reporting process and discussing with management and our independent registered public accounting firm the quarterly and annual financial statements that we file with the SEC;

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reviewing the adequacy and effectiveness of our accounting and internal controls over financial reporting, disclosure controls and policies and procedures;

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reviewing and discussing guidelines and policies governing the process by which our senior management assesses and manages our exposure to risk;

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reviewing, and if appropriate, approving or ratifying any related party transactions and other significant conflicts of interest;

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establishing procedures for the receipt, retention and treatment of complaints received by us and the confidential, anonymous submission by our employees of concerns regarding questionable accounting or auditing matters;

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reviewing our program to monitor compliance with our code of ethics; and

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overseeing significant deficiencies and material weaknesses in the design or operation of our internal controls over financial reporting.

Upon the completion of the Business Combination, it is anticipated that our audit committee will consist of Robert Barker, Hyunsoo Shin, and Kukjin Chun, with Robert Barker serving as chair. Rule 10A-3 of the Exchange Act and the NYSE rules require that our audit committee must be composed entirely of

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independent members. We anticipate that each of Robert Barker, Hyunsoo Shin and Kukjin Chun will meet the definition of “independent director” for purposes of serving on the audit committee under Rule 10A-3 of the Exchange Act and NYSE rules. Each member of our audit committee also meets the financial literacy requirements of the NYSE listing standards. In addition, New GCT’s board of directors is expected to determine that Robert Barker will qualify as an “audit committee financial expert,” as such term is defined in Item 407(d)(5) of Regulation S-K. The Combined Company’s board of directors will adopt a written charter for the audit committee, which will be available on our corporate website upon the completion of the Business Combination. The information on our websites is deemed not to be incorporated in this proxy statement/prospectus or to be part of this proxy statement/prospectus.

Compensation Committee

Our compensation committee will be responsible for, among other things:

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evaluating, determining, and recommending to our Board, the compensation of our executive officers;

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administering and recommending to our Board the compensation of our directors;

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reviewing and approving our executive compensation plan and recommending that our Board amend these plans if deemed appropriate;

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administering our general compensation plan and other employee benefit plans, including incentive compensation and equity-based plans and recommending that our Board amend these plans if deemed appropriate;

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reviewing and approving any severance or termination arrangements to be made with any of our executive officers; and

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reviewing and approving at least annually the corporate goals and objectives relevant to the compensation of our Chief Executive Officer and other executive officers.

Upon the completion of the Business Combination, it is anticipated that our compensation committee will consist of Dr. Kyeongho Lee, Robert Barker and Kukjin Chun, with Dr. Kyeongho Lee serving as chair. The Combined Company’s board of directors will adopt a written charter for the compensation committee, which will be available on our corporate website upon the completion of the Business Combination. The information on any of our websites is deemed not to be incorporated in this proxy statement/prospectus or to be part of this proxy statement/prospectus.

Compensation Committee Interlocks and Insider Participation

None of our executive officers currently serve, and in the past year have not served, as a member of the board of directors or compensation committee (or other committee performing equivalent functions) of any entity that has one or more executive officers serving on our Board or compensation committee.

Nominating and Corporate Governance Committee

Our nominating and corporate governance committee will be responsible for, among other things:

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identifying, screening and recommending to our Board director candidates for election (or re-election);

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overseeing the policies and procedures with respect to the consideration of director candidates recommended by stockholders;

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reviewing and recommending to our Board for approval, as appropriate, disclosures concerning our policies and procedures for identifying and screening Board nominee candidates, the criteria used to evaluate Board membership and director independence as well as any policies regarding Board diversity;

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reviewing independence qualifications of directors under the applicable NYSE rules;

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developing and coordinating with management on appropriate director orientation programs; and

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reviewing our stockholder engagement plan, if any, and overseeing relations with stockholders.

Upon the completion of the Business Combination, it is anticipated that our nominating and corporate governance committee will consist of Robert Barker, Dr. Kyeongho Lee and Kukjin Chun, with Robert Barker serving as chair. The Combined Company’s board of directors will adopt a written charter for the nominating and corporate governance committee, which will be available on our corporate website upon the completion of the Business Combination. The information on any of our websites is deemed not to be incorporated in this proxy statement/prospectus or to be part of this proxy statement/prospectus.

Limitation on Liability and Indemnification of Directors and Officers

The Proposed Certificate of Incorporation limits the liability for directors of New GCT to the fullest extent permitted under the DGCL. The DGCL provides that directors of a corporation will not be personally liable for monetary damages for a breach of their fiduciary duties as directors, except for liability:

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for any transaction from which the director derives an improper personal benefit;

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for any act or omission not in good faith or that involves intentional misconduct or a knowing violation of law;

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for any unlawful payment of dividends or redemption of shares; or

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for any breach of a director’s duty of loyalty to the corporation or its stockholders.

If the DGCL is amended to authorize corporate action further eliminating or limiting the personal liability of directors, then the liability of New GCT’s directors will be further eliminated or limited to the fullest extent permitted by the DGCL, as so amended.

Delaware law and New GCT Bylaws provide that New GCT will, in certain situations, indemnify New GCT’s directors and officers and may indemnify other employees and agents, to the fullest extent permitted by law. Any indemnified person is also entitled, subject to certain limitations, to advancement, direct payment, or reimbursement of reasonable expenses (including attorneys’ fees and disbursements) in advance of the final disposition of the proceeding.

The Combined Company plans to maintain a directors’ and officers’ insurance policy pursuant to which New GCT’s directors and officers are insured against liability for actions taken in their capacities as directors and officers of New GCT. We believe these provisions in the Proposed Certificate of Incorporation and New GCT Bylaws are necessary to attract and retain qualified persons as directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, or control persons, in the opinion of the SEC, such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

Board Leadership Structure

The New GCT board of directors does not anticipate implementing a policy requiring the positions of the Chairman of the Board and Chief Executive Officer to be separate or held by the same individual. Any further determination to create such a policy is expected to be based on circumstances existing from time to time, based on criteria that are in New GCT’s best interests and the best interests of its stockholders, including the composition, skills and experience of New GCT’s board of directors and its members, specific challenges faced by New GCT or the industry in which it operates, and governance efficiency. We currently anticipate electing Dr. Kyeongho Lee as Chairman of the Board because Dr. Lee’s strategic vision for the business and his in-depth knowledge of New GCT’s operations as the founder of GCT make him well qualified to serve as Chairman of the Board of New GCT.

Risk Oversight

Upon the consummation of the Business Combination, New GCT’s board of directors will administer the risk oversight function directly through New GCT’s board of directors as a whole, as well as through its committees, where applicable, monitoring and assessing strategic risk exposure, enterprise risk, and

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governance risks. The audit committee will be responsible for considering and discussing our major financial risk exposures and the steps our management has taken to monitor and control these exposures. The compensation committee will be responsible for reviewing and assessing the risks associated with the compensation arrangements of executive management, including the lack of alignment between the incentives of management and the interests of stockholders. The allocation of risk oversight responsibility may change, from time to time, based on the evolving needs of New GCT.

Code of Business Conduct and Ethics

The New GCT board of directors will adopt a Code of Ethics applicable to our directors, executive officers and employees that complies with the rules and regulations of the NYSE and the SEC. The Code of Ethics will be available on New GCT’s website following the Closing. In addition, New GCT intends to post on the Corporate Governance section of its website all disclosures that are required by law, including the NYSE listing standards, concerning any amendments to, or waivers from, any provision of the Code of Ethics. The reference to New GCT’s website address in this proxy statement/prospectus does not include or incorporate by reference the information on New GCT website into this proxy statement/prospectus.

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DESCRIPTION OF NEW GCT’S SECURITIES

The following summary of the material terms of New GCT’s securities following the Business Combination is not intended to be a complete summary of the rights and preferences of such securities. We urge you to read the Proposed Certificate of Incorporation in its entirety for a complete description of the rights and preferences of New GCT’s securities following the Business Combination. The changes proposed to be made to the Existing Certificate of Incorporation through the adoption of the Proposed Certificate of Incorporation are described in “Proposal No. 2 — The Charter Amendment Proposal” and “Proposal Nos. 3A-3E — The Governance Proposals” and the full text of the Proposed Certificate of Incorporation is attached as Annex B to this proxy statement/prospectus/consent solicitation statement.

Authorized and Outstanding Capital Stock

The Proposed Certificate of Incorporation authorizes the issuance of 400,000,000 shares of common stock, $0.0001 par value per share and 40,000,000 shares of preferred stock, $0.0001 par value. The outstanding shares of Concord III Common Stock are, and the shares of New GCT Common Stock issued in the Business Combination will be, duly authorized, validly issued, fully paid and non-assessable. As of the record date for the special meeting, there were 12,566,361 shares of Concord III Common Stock issued and outstanding and no shares of preferred stock of Concord III issued or outstanding.

Voting Power

Except as otherwise provided by the DGCL or the Proposed Certificate of Incorporation and subject to the rights of holders of any series of preferred stock, all of the voting power of the stockholders of New GCT will be vested in the holders of the New GCT Common Stock, and each holder of New GCT Common Stock will have one vote for each share held by such holder on all matters voted upon by the stockholders of New GCT; provided, however, that, except as otherwise required by law, holders of New GCT Common Stock, as such, will not be entitled to vote on any amendment to the Proposed Certificate of Incorporation (or on any amendment to a certificate of designations of any series of preferred stock) that alters or changes the powers, preferences, rights or other terms of one or more outstanding series of preferred stock if the holders of such affected series of preferred stock are entitled to vote, either separately or together with the holders of one or more other such series, on such amendment pursuant to the Proposed Certificate of Incorporation (or pursuant to a certificate of designations of any series of preferred stock) or pursuant to the DGCL. There will be no cumulative voting.

Dividends

Except as otherwise provided by the DGCL or the Proposed Certificate of Incorporation, dividends may be declared and paid on New GCT Common Stock from funds lawfully available therefor if, as and when determined by the board of directors of New GCT and subject to any preferential dividend rights of any then outstanding shares of preferred stock.

Liquidation

Upon the dissolution or liquidation or winding up of the affairs of New GCT, whether voluntary or involuntary, holders of New GCT Common Stock will be entitled to receive all assets of New GCT available for distribution to its stockholders equally on a per share basis, subject to any preferential rights of any then outstanding shares of preferred stock and after payment or provision for payment of New GCT’s debts.

Preemptive Rights; Redemption rights

The holders of New GCT Common Stock will have no preemptive rights to subscribe for any shares of any class of stock of New GCT. New GCT Common Stock will not be convertible into, or exchangeable for, shares of any other class or classes or of any other series of the same class of New GCT’s capital stock.

Election of Directors

The New GCT board of directors will be divided into three classes, each of which will generally serve for a term of three years with only one class of directors being elected in each year.

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Common Stock Prior to the Business Combination

Pursuant to the Existing Certificate of Incorporation, if Concord III does not consummate an initial business combination by August 8, 2024, its corporate existence will cease except for the purposes of winding up its affairs and liquidating. If Concord III is forced to liquidate prior to an initial business combination, its Public Stockholders will be entitled to share ratably in the Trust Account, based on the amount then held in the Trust Account. The Sponsor and Concord III’s officers and directors have agreed to waive their rights to participate in any liquidation distribution from the Trust Account occurring upon Concord III’s failure to consummate an initial business combination with respect to the shares of Concord III Common Stock held prior to the IPO. The Sponsor and Concord III’s officers and directors will therefore not participate in any liquidation distribution from the Trust Account with respect to such shares. They will, however, participate in any liquidation distribution from the Trust Account with respect to any shares of Concord III Common Stock acquired following the IPO.

The Concord III stockholders have no conversion, preemptive or other subscription rights and there are no sinking fund or redemption provisions applicable to the shares of Concord III Common Stock, except that Public Stockholders have the right to sell their Public Shares to Concord III in a tender offer or have their Public Shares converted to cash equal to their pro rata share of the Trust Account in connection with a business combination if completed. Public Stockholders who sell or convert their Public Shares into their share of the Trust Account still have the right to exercise the Public Warrants that they received as part of the Concord III Units.

If Concord III seeks to amend any provisions of the Existing Certificate of Incorporation that would affect the Public Stockholders’ ability to convert their Public Shares in connection with a business combination or the timing of its obligation to redeem 100% of the Public Shares if it does not complete a business combination within the required time period, Concord III will provide Public Stockholders with the opportunity to convert their Public Shares in connection with any such vote.

Preferred Stock

The Proposed Certificate of Incorporation provides that shares of New GCT preferred stock may be issued from time to time in one or more series. The New GCT board of directors will be authorized to establish the voting rights, if any, designations, preferences and relative, participating, optional or other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof, applicable to the shares of each series of New GCT preferred stock. The Post-Combination Board will be able to, without stockholder approval, issue New GCT preferred stock with voting and other rights that could adversely affect the voting power and other rights of the holders of New GCT Common Stock and could have anti-takeover effects. The ability of the Post-Combination Board to issue New GCT preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of control of New GCT or the removal of existing management.

Concord III has no preferred stock outstanding at the date hereof, and will have no preferred stock outstanding immediately after the Closing.

Warrants

As of January 30, 2024, there were 26,650,000 Concord III Warrants to purchase Concord III Common Stock outstanding, consisting of 17,250,000 Public Warrants and 9,400,000 Private Warrants held by the Sponsor and CA2. Each whole Warrant entitles the registered holder to purchase one share of Concord III Common Stock at a price of $11.50 per share, subject to adjustment as discussed below, at any time commencing on the later of 30 days after the completion of an initial business combination or 12 months from the closing of the IPO. The Concord III Warrants will expire on the fifth anniversary of Concord III’s completion of an initial business combination, at 5:00 p.m., New York City time, or earlier upon redemption or liquidation.

Holders of New GCT Warrants will not be exercisable for cash unless New GCT has an effective and current registration statement covering the shares of New GCT Common Stock issuable upon exercise of the New GCT Warrants and a current prospectus relating to such shares of New GCT Common Stock.

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Notwithstanding the foregoing, if a registration statement covering the shares of New GCT Common Stock issuable upon exercise of the Public Warrants is not effective within a specified period following the consummation of New GCT’s initial business combination, holders of Public Warrants may, until such time as there is an effective registration statement and during any period when New GCT has failed to maintain an effective registration statement, exercise Public Warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their Public Warrants on a cashless basis. In the event of such a cashless exercise, each holder would pay the exercise price by surrendering the Public Warrants for that number of shares of New GCT Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of New GCT Common Stock underlying the Public Warrants, multiplied by the difference between the exercise price of the Public Warrants and the “fair market value” ​(as defined below) by (y) the fair market value. The “fair market value” for this purpose means the average reported last sale price of the shares of New GCT Common Stock for the ten trading days ending on the third trading day prior to the date of exercise.

New GCT may call the New GCT Warrants for redemption (excluding the Private Warrants and any warrants underlying the Working Capital Loans made to New GCT), in whole and not in part, at a price of $0.01 per warrant, (i) at any time after the New GCT Warrants become exercisable, (ii) upon not less than 30 days’ prior written notice of redemption to each holder of New GCT Warrants after the warrants become exercisable, (iii) if, and only if, the reported last sale price of the shares of New GCT Common Stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations and recapitalizations), for any 20 trading days within a 30 trading day period commencing after the New GCT Warrants become exercisable and ending on the third business day prior to the notice of redemption to holders of New GCT Warrants, and (iv) if, and only if, there is a current registration statement in effect with respect to the shares of New GCT Common Stock underlying such warrants.

The right to exercise will be forfeited unless the New GCT Warrants are exercised prior to the date specified in the notice of redemption. On and after the redemption date, a record holder of a New GCT Warrant will have no further rights except to receive the redemption price for such holder’s warrant upon surrender of such warrant.

If New GCT calls the New GCT Warrants for redemption as described above, New GCT’s management will have the option to require all holders that wish to exercise warrants to do so on a “cashless basis.” In such event, each holder would pay the exercise price by surrendering the New GCT Warrants for that number of shares of New GCT Common Stock equal to the quotient obtained by dividing (x) the product of the number of shares of New GCT Common Stock underlying the New GCT Warrants, multiplied by the difference between the exercise price of the warrants and the “fair market value” ​(as defined below) by (y) the fair market value. The “fair market value” for this purpose means volume-weighted average price of New GCT Common Stock as reported during the ten (10) trading day period ending on the trading day prior to the date of exercise.

The exercise price and number of shares of New GCT Common Stock issuable on exercise of the New GCT Warrants may be adjusted in certain circumstances including in the event of a stock dividend, extraordinary dividend or our recapitalization, reorganization, merger or consolidation. However, except as described below, the New GCT Warrants will not be adjusted for issuances of shares of New GCT Common Stock at a price below their respective exercise prices.

In addition, if (x) New GCT issues additional shares of New GCT Common Stock or equity-linked securities for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.20 per share of New GCT Common Stock (with such issue price or effective issue price to be determined in good faith by New GCT’s board of directors, and in the case of any such issuance to the Sponsor, initial stockholders or their affiliates, without taking into account any Founder Shares held by them prior to such issuance), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of New GCT’s initial business combination on the date of the consummation of its initial business combination (net of redemptions), and (z) the “market value” ​(as defined below) is below $9.20 per share, the exercise price of the New GCT Warrants will be adjusted (to the nearest cent) to be equal to 115% of the greater of (i) the market value or (ii) the price at which New GCT issues the additional shares of New

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GCT Common Stock or equity-linked securities. The “market value” for this purpose means the volume weighted average trading price of New GCT Common Stock during the 20 trading day period starting on the trading day prior to the day on which New GCT consummates its initial business combination.

No fractional shares will be issued upon exercise of the New GCT Warrants. If, upon exercise of the New GCT Warrants, a holder would be entitled to receive a fractional interest in a share, New GCT will, upon exercise, round up to the nearest whole number the number of shares of New GCT Common Stock to be issued to the warrant holder.

Dividends

Concord III has not paid any cash dividends on the Concord III Common Stock to date and does not intend to pay cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon New GCT’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of the Post-Combination Board at such time. New GCT’s ability to declare dividends may also be limited by restrictive covenants pursuant to any debt financing agreements.

Listing of Securities

The Concord III Common Stock, Concord III Warrants and Concord III Units are currently listed on the NYSE under the symbols “CNDB,” “CNDB.WS” and “CNDB.U,” respectively. Concord III intends to apply to continue the listing of its common stock and warrants on the NYSE under the symbols “GCTS” and “GCTSW,” respectively, upon the Closing.

Transfer Agent and Registrar

The transfer agent and registrar for Concord III Common Stock is, and for New GCT Common Stock is expected to be, Continental Stock Transfer & Trust Company.

Certain Anti-Takeover Provisions of Delaware Law

Classified Board of Directors

The Proposed Certificate of Incorporation provides that the New GCT board of directors will be divided into three classes of directors, with the classes to be as nearly equal in number as possible, and with each director serving a three-year term. As a result, approximately one-third of the New GCT board of directors will be elected each year. The classification of directors will have the effect of making it more difficult for stockholders to change the composition of the New GCT board of directors.

Authorized but Unissued Shares

The authorized but unissued shares of New GCT Common Stock and preferred stock are available for future issuance without stockholder approval, subject to any limitations imposed by the listing standards of the NYSE. These additional shares may be used for a variety of corporate finance transactions, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved New GCT Common Stock and preferred stock could make more difficult or discourage an attempt to obtain control of New GCT by means of a proxy contest, tender offer, merger or otherwise.

Stockholder Action; Special Meetings of Stockholders

The Proposed Certificate of Incorporation provides that stockholders may not take action by written consent, but may only take action at annual or special meetings of stockholders. As a result, a holder controlling a majority of New GCT capital stock would not be able to amend New GCT Bylaws or remove directors without holding a meeting of stockholders called in accordance with New GCT Bylaws. This restriction does not apply to actions taken by the holders of any series of preferred stock of New GCT to the extent expressly provided in the applicable Preferred Stock Designation. Further, the Proposed Certificate

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of Incorporation provides that, subject to any special rights of the holders of preferred stock of the Post Combination Company, special meetings of stockholders of New GCT may be called only by or at the direction of the Board of Directors pursuant to a resolution adopted by a majority of the total number of directors, thus prohibiting a holder of New GCT Common Stock from calling a special meeting. These provisions might delay the ability of stockholders to force consideration of a proposal or for stockholders controlling a majority of New GCT capital stock to take any action, including the removal of directors.

Advance Notice Requirements for Stockholder Proposals and Director Nominations

New GCT Bylaws provide that stockholders seeking to bring business before New GCT’s annual meeting of stockholders, or to nominate candidates for election as directors at its annual meeting of stockholders, must provide timely notice. To be timely, a stockholder’s notice will need to be delivered to, or mailed and received at, New GCT’s principal executive offices (x) not later than the close of business on the ninetieth (90th) calendar day, nor earlier than the close of business on the one hundred twentieth (120th) calendar day in advance of the anniversary of the previous year’s annual meeting if such meeting is to be held on a day which is not more than thirty (30) calendar days in advance of the anniversary of the previous year’s annual meeting or not later than sixty (60) calendar days after the anniversary of the previous year’s annual meeting; and (y) with respect to any other annual meeting of stockholders, the close of business on the tenth (10th) calendar day following the date of public disclosure of the date of such meeting. In no event shall the Public Disclosure of an adjournment or postponement of an annual meeting commence a new notice time period (or extend any notice time period).

New GCT Bylaws will also specify certain requirements as to the form and content of a stockholders’ notice. These provisions may preclude New GCT’s stockholders from bringing matters before its annual meeting of stockholders or from making nominations for directors at its annual meeting of stockholders.

Amendment of Charter or Bylaws

Upon consummation of the Business Combination, New GCT Bylaws may be amended or repealed by the board of directors at any regular or special meeting by the affirmative vote of a majority of all of the members of the board of directors, provided in the case of any special meeting at which all of the members of the board of directors are not present, that the notice of such meeting will have stated that the amendment of these Bylaws was one of the purposes of the meeting; but these Bylaws and any amendment thereof, including the Bylaws adopted by the board of directors, may be altered, amended or repealed and other Bylaws may be adopted by the affirmative vote of holders of at least fifty percent (50%) of the outstanding shares of capital stock of New GCT entitled to vote in the election of directors or class of directors, voting together as a single class, provided, in the case of any special meeting, that notice of such proposed alteration, amendment, repeal or adoption is included in the notice of the meeting.

New GCT also reserves the right to amend, alter, change or repeal any provision contained in the Proposed Certificate of Incorporation, in the manner prescribed by the DGCL.

Board Vacancies

Except as the DGCL may otherwise require, any new directorships or vacancies in New GCT board of directors, including new directorships resulting from any increase in the number of directors to serve in the board of directors and/or any unfilled vacancies by reason of death, resignation, disqualification, removal for cause, failure to elect or otherwise with respect to any director, may be filled only by the vote of a majority of the remaining directors then in office, although less than a quorum, or by the sole remaining director.

Forum Selection

The Proposed Certificate of Incorporation provides that unless New GCT consents in writing to the selection of an alternative forum, the Court of Chancery of the State of Delaware will, to the fullest extent permitted by applicable law, be the sole and exclusive forum for: i) (a) any derivative action or proceeding brought on behalf of New GCT, (b) any action asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of New GCT to New GCT or New GCT’s stockholders, (c) any action asserting a claim against New GCT or its current or directors, officers,

229

employees, or stockholders arising pursuant to any provision of the DGCL, the Proposed Certificate of Incorporation or the Proposed Bylaws (as either may be amended or restated) or as to which the DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (d) any action asserting a claim against New GCT or its current or former directors, officers, employees, or stockholders governed by the internal affairs doctrine of the law of the State of Delaware. In addition, the Proposed Certificate of Incorporation designates the federal district courts of the United States of America as the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, the exclusive forum provision in the Proposed Certificate of Incorporation will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction.

Although Concord III believes these provisions benefit New GCT by providing increased consistency in the application of Delaware law in the types of lawsuits to which it applies, a court may determine that these provisions are unenforceable, and to the extent they are enforceable, the provisions may have the effect of discouraging lawsuits against our directors and officers, although New GCT stockholders will not be deemed to have waived its compliance with federal securities laws and the rules and regulations thereunder.

Section 203 of the DGCL

Concord III is, and New GCT will be, subject to the provisions of Section 203 of the DGCL. In general, Section 203 prohibits a Delaware corporation that is listed on a national securities exchange or held of record by more than 2,000 stockholders from engaging in a “business combination” with an “interested stockholder” for a three-year period following the time that such stockholder becomes an interested stockholder, unless the business combination is approved in a prescribed manner. A “business combination” includes, among other things, certain mergers, asset or stock sales or other transactions resulting in a financial benefit to the interested stockholder. An “interested stockholder” is a person who, together with affiliates and associates, owns, or did own within three years prior to the determination of interested stockholder status, 15% or more of the corporation’s outstanding voting stock. Under Section 203, a business combination between a corporation and an interested stockholder is prohibited unless it satisfies one of the following conditions:

•

before the stockholder became interested, the board of directors approved either the business combination or the transaction which resulted in the stockholder becoming an interested stockholder;

•

upon consummation of the transaction which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding for purposes of determining the voting stock outstanding, shares owned by persons who are directors and also officers, and employee stock plans, in some instances; or

•

at or after the time the stockholder became interested, the business combination was approved by the board of directors of the corporation and authorized at an annual or special meeting of the stockholders by the affirmative vote of at least 662∕3% of the outstanding voting stock which is not owned by the interested stockholder.

Under certain circumstances, Section 203 of the DGCL will make it more difficult for a person who would be an “interested stockholder” to effect various business combinations with a corporation for a three-year period. This provision may encourage companies interested in acquiring New GCT to negotiate in advance with the New GCT board of directors because the stockholder approval requirement would be avoided if the New GCT board of directors approves either the business combination or the transaction which results in the stockholder becoming an interested stockholder. Section 203 of the DGCL also may have the effect of preventing changes in the New GCT board of directors and may make it more difficult to accomplish transactions which stockholders may otherwise deem to be in their best interests.

230

Limitation on Liability and Indemnification of Directors and Officers

The Proposed Certificate of Incorporation provides that the liability of the directors and officers of New GCT to New GCT or its stockholders for monetary damages for breach of fiduciary duty as a director or officer, as applicable, shall be eliminated or limited to the fullest extent permitted under applicable law as it now exists or may in the future be amended.

The proposed New GCT Bylaws also permits New GCT to purchase and maintain insurance on behalf of any officer, director, employee or agent of New GCT for any liability arising out of his or her status as such, regardless of whether the DGCL would permit indemnification.

These provisions may discourage stockholders from bringing a lawsuit against New GCT directors for breach of their fiduciary duty. These provisions also may have the effect of reducing the likelihood of derivative litigation against directors and officers, even though such an action, if successful, might otherwise benefit New GCT and its stockholders. Furthermore, a stockholder’s investment may be adversely affected to the extent New GCT pays the costs of settlement and damage awards against directors and officers pursuant to these indemnification provisions. New GCT believes that these provisions, the insurance and the indemnity agreements are necessary to attract and retain talented and experienced directors and officers.

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to New GCT directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

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SHARES ELIGIBLE FOR FUTURE SALE

Upon completion of the Business Combination, New GCT will have 400,000,000 shares of New GCT Common Stock authorized and, based on the assumptions set out elsewhere in this proxy statement/​prospectus, up to 50,030,830  shares of New GCT Common Stock issued and outstanding, assuming no shares of New GCT Common Stock are converted in connection with the Business Combination. All of the shares of New GCT Common Stock issued in connection with the Business Combination will be freely transferable by persons other than by New GCT’s “affiliates” without restriction or further registration under the Securities Act. Sales of substantial amounts of New GCT Common Stock in the public market could adversely affect prevailing market prices of New GCT Common Stock.

Registration Rights Agreement

The Business Combination Agreement provides that, in connection with the Closing, New GCT, certain stockholders of GCT, the Sponsor and certain stockholders of the Company will enter into the Registration Rights Agreement, pursuant to which New GCT will agree to register for resale certain shares of New GCT Common Stock and other equity securities that are held by the parties thereto from time to time.

Lock-Up Agreement

The Business Combination Agreement also provides that, in connection with the Closing, New GCT and certain stockholders of GCT, including its directors, officers, affiliates and holders of more than 5% of outstanding shares of GCT Common Stock as of the Closing, will enter into the Lock-Up Agreement, pursuant to which such stockholders will agree to not effect any sale or other transfer of New GCT Common Stock, subject to certain customary exceptions set forth in the Lock-Up Agreement, during the period commencing at the Closing and ending on the earlier of (i) one year following the Closing, (ii) such date as New GCT completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of New GCT’s stockholders having the right to exchange their shares of New GCT Common Stock for cash, securities or other property or (iii) the date on which the last sale price of New GCT Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share consolidations, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing.

Rule 144

A person who has beneficially owned restricted shares of New GCT Common Stock or restricted New GCT Warrants for at least six months would be entitled to sell their securities provided that (i) such person is not deemed to have been one of our affiliates at the time of, or at any time during the three months preceding, a sale and (ii) we are subject to the Exchange Act periodic reporting requirements for at least three months before the sale. Persons who have beneficially owned restricted shares of New GCT Common Stock or restricted New GCT Warrants for at least six months but who are our affiliates at the time of, or any time during the three months preceding, a sale, would be subject to additional restrictions, by which such person would be entitled to sell within any three-month period a number of securities that does not exceed the greater of either of the following:

•

1% of the then outstanding equity shares of the same class which, immediately after the Business Combination, will equal 500,308 shares of New GCT Common Stock (assuming no conversions) and 238,300 New GCT Warrants; or

•

the average weekly trading volume of New GCT Common Stock of the same class or New GCT Warrants, as applicable, during the four calendar weeks preceding the date on which notice of the sale is filed with the SEC.

Sales by affiliates of New GCT under Rule 144 are also subject to certain requirements relating to manner of sale, notice and the availability of current public information about New GCT.

Restrictions on the Use of Rule 144 by Shell Companies or Former Shell Companies

Rule 144 is not available for the resale of securities initially issued by shell companies (other than business combination related shell companies) or issuers that have been at any time previously a shell company. However, Rule 144 also includes an important exception to this prohibition if the following conditions are met:

232

•

the issuer of the securities that was formerly a shell company has ceased to be a shell company;

•

the issuer of the securities is subject to the reporting requirements of Section 13 or 15(d) of the Exchange Act;

•

the issuer of the securities has filed all Exchange Act reports and material required to be filed, as applicable, during the preceding 12 months (or such shorter period that the issuer was required to file such reports and materials), other than Form 8-K reports; and

•

at least one year has elapsed from the time that the issuer filed current Form 10 type information with the SEC, which is expected to be filed promptly after completion of the Business Combination, reflecting its status as an entity that is not a shell company.

As of the date of this proxy statement/prospectus, there are 12,566,361 shares of Concord III Common Stock outstanding. Of these shares, the 3,941,361 shares sold in the IPO are freely tradable without restriction or further registration under the Securities Act, except for any shares purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. All of the remaining 8,625,000 shares owned collectively by the Sponsor, CA2 and directors and officers of Concord III are restricted securities under Rule 144, in that they were issued in private transactions not involving a public offering.

As of the date of this proxy statement/prospectus, there are a total of 26,650,000 Concord III Warrants outstanding. Each warrant is exercisable for one share of Concord III Common Stock, in accordance with the terms of the warrant agreement governing the Concord III Warrants. 17,250,000 of these Concord III Warrants are Public Warrants and are freely tradable, except for any warrants purchased by one of our affiliates within the meaning of Rule 144 under the Securities Act. In addition, we will be obligated to maintain an effective registration statement under the Securities Act covering the 17,250,000 shares of New GCT Common Stock that may be issued upon the exercise of the public New GCT Warrants.

Rule 701

In general, under Rule 701 of the Securities Act as currently in effect, each of GCT’s employees, consultants or advisors who purchases equity shares from New GCT in connection with a compensatory stock plan or other written agreement executed prior to the completion of the Business Combination is eligible to resell those equity shares in reliance on Rule 144, but without compliance with some of the restrictions, including the holding period, contained in Rule 144. However, the Rule 701 shares would remain subject to lock-up arrangements and would only become eligible for sale when the lock-up period expires.

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SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT OF CONCORD III

The following table sets forth information regarding the beneficial ownership of shares of Concord III’s Common Stock as of January 30, 2024 (pre-Business Combination) and the expected beneficial ownership of New GCT immediately after the Closing by:

•

each person or “group” ​(as such term is used in Section 13(d)(3) of the Exchange Act) known by Concord III to be the beneficial owner of more than 5% of shares of Concord III’s Common Stock as of December 20, 2023 (pre-Business Combination) or of shares of Concord III’s Common Stock upon the closing of the Business Combination;

•

each of Concord III’s executive officers and directors;

•

each person who will become an executive officer or director of New GCT upon the closing of the Business Combination;

•

all of Concord III’s current executive officers and directors as a group; and

•

all executive officers and directors of New GCT as a group upon the closing of the Business Combination.

As of January 30, 2024, Concord III had 12,566,361 shares of Concord III Common Stock issued and outstanding and entitled to vote, of which 12,566,360 are shares of Concord III Class A Common Stock and one is a share of Concord III Class B Common Stock.

Beneficial ownership is determined in accordance with SEC rules and includes voting or investment power with respect to securities. Except as indicated by the footnotes below, Concord III believes, based on the information furnished to it, that the persons and entities named in the table below have, or will have immediately after the consummation of the Business Combination, sole voting and investment power with respect to all shares of Concord III Common Stock that they beneficially own, subject to applicable community property laws. Any shares of Concord III’s Common Stock subject to options or warrants exercisable within 60 days of the consummation of the Business Combination are deemed to be outstanding and beneficially owned by the persons holding those options or warrants for the purpose of computing the number of shares beneficially owned and the percentage ownership of that person. They are not, however, deemed to be outstanding and beneficially owned for the purpose of computing the percentage ownership of any other person.

Subject to the paragraph above, percentage ownership of outstanding shares post-Business Combination is based on 50,030,830 shares of New GCT Common Stock under the no redemptions scenario, and 44,169,094 shares of New GCT Common Stock under the maximum redemptions scenario, and is subject to the following additional assumptions:

•

includes the conversion of the outstanding shares of GCT Common Stock, GCT convertible promissory notes and GCT CVT convertible promissory notes and excludes the issuance of exchanged GCT Stock Options of 612,572 shares, GCT Warrants of 299,999 shares, and Earnout Shares of 20,000,000 shares. The GCT Stock Options and GCT Warrants will be converted into equivalent New GCT options and warrants with the same terms and conditions. The Earnout Shares will vest based on achieving the GCT Earnout Targets, which is based on the dollar VWAP of New GCT Common Stock or upon the equivalent per share consideration received as part of a Change of Control transaction;

•

no exercise of Concord III Warrants; and

•

no issuance of additional securities by Concord III prior to the Closing.

If the actual facts are different than these assumptions, the percentage ownership retained by Concord III’s existing stockholders in Concord III will be different.

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The expected beneficial ownership of Common Stock post-Business Combination under the header “Post-Business Combination — Assuming No Redemptions” assumes none of the Public Shares having been redeemed.

The expected beneficial ownership of Common Stock post-Business Combination under the header “Post-Business Combination — Assuming Maximum Redemption” assumes 3,941,361 Public Shares having been redeemed.

The following table does not reflect record or beneficial ownership of Concord III warrants, including the Private Warrants as such securities are not exercisable within 60 days of the date of this proxy statement/​prospectus. Assuming the exercise and conversion of all of securities, including Concord III warrants, beneficially owned by the Sponsor and its affiliates following the consummation of the Business Combination, the Sponsor and its affiliates’ total potential ownership in New GCT is estimated to comprise approximately 15.6% of outstanding shares of New GCT Common Stock in the no redemption scenario and 13.7% of outstanding shares of New GCT Common Stock in the maximum redemption scenario.

Name and Address of Beneficial Owner

Pre-Business Combination

Post-Business Combination

Number of Shares

Assuming No Redemptions

Assuming Maximum Redemptions

Number of Shares Beneficially Outstanding Owned

% of Common Stock

Number of Shares Outstanding

% of Common Stock

Number of Shares Outstanding

% of Common Stock

Pre-Business Combination directors and officers(1)

​

​

​

​

​

​

​

​

​

​

​

​

Bob Diamond(2)

​

—

​

—%

​

—

​

—%

​

—

​

—%

Jeff Tuder(2)

​

—

​

—

​

—

​

—

​

—

​

—

Michele Cito(2)

​

—

​

—

​

—

​

—

​

—

​

—

Peter Ort(2)

​

30,000

​

*

​

30,000

​

*

​

30,000

​

*

Thomas King(2)

​

30,000

​

*

​

30,000

​

*

​

30,000

​

*

Larry Leibowitz(2)

​

30,000

​

*

​

30,000

​

*

​

30,000

​

*

All pre-Business Combination officers and directors as a group (6 individuals)(2)

​

90,000

​

*%

​

90,000

​

*%

​

90,000

​

*%

Five Percent Holders

​

​

​

​

​

​

​

​

​

​

​

​

Concord Sponsor Group III LLC(3)

​

7,957,727

​

63.3%

​

4,992,126

​

10.0%

​

3,201,637

​

7.2%

683 Capital Management, LLC(4)(5)

​

2,475,000

​

19.7%

​

2,475,000

​

4.9%

​

2,475,000

​

5.6%

Saba Capital Management, L.P.(6)(5)

​

2,595,089

​

20.7%

​

2,595,089

​

5.2%

​

2,595,089

​

5.9%

Anapass, Inc.(7)

​

—

​

—

​

6,442,751

​

12.9%

​

6,422,751

​

14.5%

Post-Business Combination directors and officers(8)

​

​

​

​

​

​

​

​

​

​

​

​

John Schlaefer(9)

​

—

​

—

​

208,485

​

*

​

208,485

​

*

David Yoon(10)

​

—

​

—

​

91,155

​

*

​

91,155

​

*

Dr. Jeemee Kim(11)

​

—

​

—

​

285,755

​

*

​

285,755

​

*

Alex Sum(12)

​

—

​

—

​

136,639

​

*

​

136,639

​

*

Dr. Kyeongho Lee(13)

​

—

​

—

​

340,319

​

*

​

340,319

​

*

Robert Barker(14)

​

—

​

—

​

15,504

​

*

​

15,504

​

*

Kukjin Chun(15)

​

—

​

—

​

2,792

​

*

​

2,792

​

*

Hyunsoo Shin(16)

​

—

​

—

​

3,504

​

*

​

3,504

​

*

Jeff Tuder(2)

​

—

​

—

​

—

​

—

​

—

​

—

All post-Business Combination officers and directors as a group (9 individuals)

​

—

​

—%

​

1,084,153

​

2.2%

​

1,084,153

​

2.5%

*

Represents less than 1% of beneficial ownership

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(1)

Unless otherwise noted, the business address of each of the following entities or individuals is c/o Concord Acquisitions Corp III., 477 Madison Ave., 22nd Floor, New York, NY, 10022.

(2)

Does not include certain shares indirectly owned by this individual as a result of his or her membership interest in the Sponsor.

(3)

Concord Sponsor Group III LLC, the Sponsor, is the record holder of the shares of the Concord III Common Stock reported herein. The Sponsor is governed by a board of managers consisting of three managers, Bob Diamond, David Schamis and Jeff Tuder. Each manager has one vote, and the approval of a majority of the managers is required to approve an action of the Sponsor. Under the so- called “rule of three,” if voting and dispositive decisions regarding an entity’s securities are made by three or more individuals, and a voting or dispositive decision requires the approval of a majority of those individuals, then none of the individuals is deemed a beneficial owner of the entity’s securities. Based upon the foregoing analysis, no manager of the Sponsor exercises voting or dispositive control over any of the securities held by the Sponsor, even those in which he or she directly holds a pecuniary interest. Accordingly, none of them will be deemed to have or share beneficial ownership of such shares. Interests shown pre-Business Combination consist of 7,957,726 shares of Concord III Class A Common Stock and 1 share of Concord III Class B Common Stock. Interests shown post-Business Combination consist of 6,176,061 shares of Concord III Class A Common Stock. Number of shares owned post-Business Combination gives effect to (i) the transfer by the Sponsor to certain third parties of an aggregate of 932,052 Founder Shares immediately following consummation of the Business Combination pursuant to certain non-redemption agreements entered into by the Sponsor, (ii) the forfeiture by the Sponsor of an aggregate of 729,072 Founder Shares immediately following consummation of the Business Combination pursuant to certain non-redemption agreements entered into by the Sponsor, (iii) an aggregate of 1.790,489 Founder Shares currently beneficially owned by the Sponsor becoming Sponsor Earnout Shares at the Closing and no longer being deemed to be beneficially owned by the Sponsor and (iv) the transfer by the Sponsor of an aggregate of 1,304,477 shares of New GCT Common Stock to GCT’s existing stockholders and investors in the Financings at the Closing.

(4)

Based on a Schedule 13G filed on November 17, 2021, by 683 Capital Management, LLC, a Delaware limited liability company; 683 Capital Partners, LP, a Delaware limited partnership; and Ari Zweiman, a citizen of the United States (collectively, the “683 Reporting Persons”). As of October 26, 2021, 683 Capital Partners, LP beneficially owned 2,475,000 units, which contain 2,475,000 shares of Common Stock. 683 Capital Management, LLC, as the investment manager of 683 Capital Partners, LP, may be deemed to have beneficially owned the 2,475,000 shares of Common Stock beneficially owned by 683 Capital Partners, LP. Ari Zweiman, as the Managing Member of 683 Capital Management, LLC, may be deemed to have beneficially owned the 2,475,000 shares of Common Stock beneficially owned by 683 Capital Management, LLC. The principal business address for each of the 683 Reporting Persons is 3 Columbus Circle, Suite 2205, New York, NY 10019.

(5)

Number of shares beneficially owned does not include the impact of any redemptions or dispositions that occurred subsequent to the Schedule 13G filing. As such, the shares and percentages may not represent the current voting interest in Concord III.

(6)

Based on a Schedule 13G/A filed on February 14, 2023, by Saba Capital Management, L.P., a Delaware limited partnership; Boaz R. Weinstein, a citizen of the United States; and Saba Capital Management GP, LLC, a Delaware limited liability company (collectively, the “Saba Reporting Persons”). The principal business address for each of the Saba Reporting Persons is 405 Lexington Avenue, 58th Floor, New York, New York 10174.

(7)

The principal business address for Anapass, Inc. is 7F, Dream-Markl Bldg. 61, Ditigal-ro 31-gil, Guro-gu, Seoul, 08375, Republic of Korea.

(8)

Unless otherwise noted, the business address of each of the following individuals is c/o GCT Semiconductor, Inc., 2290 North 1st Street, Suite 201, San Jose, CA 95131.

(9)

Includes 131,622 shares of common stock issuable upon exercise of stock options within 60 days of October 31, 2023.

(10)

Includes 61,765 shares of common stock issuable upon exercise of stock options within 60 days of October 31, 2023.

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(11)

Includes 75,496 shares of common stock issuable upon exercise of stock options within 60 days of October 31, 2023.

(12)

Includes 48,601 shares of common stock issuable upon exercise of stock options within 60 days of October 31, 2023.

(13)

Includes 4,053 shares of common stock held by Dr. Lee’s spouse.

(14)

Includes 2,736 shares of common stock issuable upon exercise of stock options within 60 days of October 31, 2023.

(15)

Includes 2,792 shares of common stock issuable upon exercise of stock options within 60 days of October 31, 2023.

(16)

Includes 3,058 shares of common stock issuable upon exercise of stock options within 60 days of October 31, 2023.

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MARKET PRICE AND DIVIDEND INFORMATION

Concord III

Market Price of Concord III Common Stock, Warrants and Units

The Concord III Class A Common Stock, Concord III Warrants and Concord III Units are currently listed on the NYSE under the symbols “CNDB,” “CNDB.WS” and “CNDB.U,” respectively. Concord III has applied to list the shares of common stock and warrants of New GCT on the NYSE under the symbols “GCTS” and “GCTSW” respectively, upon the Closing. All outstanding Concord III Units will be separated into their component securities immediately prior to the Closing. Accordingly, Concord III will not have any units following consummation of the Business Combination, and therefore there will be no NYSE listing of the Concord III Units following the consummation of the Business Combination.

The closing price of the Concord III Common Stock, Concord III Warrants and Concord III Units on November 1, 2023, the last trading day before announcement of the execution of the Business Combination Agreement, was $10.71, $0.10 and $10.60, respectively. As of January 30, 2024, the most recent closing price for the Concord III Common Stock, Concord III Warrants and Concord III Units was $10.60, $0.07 and $10.63, respectively.

Holders

As of January 29, 2024, there were one holder of record Concord III Units, seven holders of record of Concord III Class A Common Stock, five holders of record of Concord III Class B Common Stock and four holders of record of Concord III Warrants. The number of holders of record does not include a substantially greater number of “street name” holders or beneficial holders whose Concord III Units, Concord III Common Stock and Concord III Warrants are held of record by banks, brokers and other financial institutions.

Dividends

Concord III has not paid any cash dividends on the Concord III Common Stock to date and does not intend to pay cash dividends prior to the completion of the Business Combination. The payment of cash dividends in the future will be dependent upon New GCT’s revenues and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of the Post-Combination Board at such time. New GCT’s ability to declare dividends may also be limited by restrictive covenants pursuant to any debt financing agreements.

GCT

Historical market price information regarding GCT is not provided because there is no public market for its securities. See “GCT Management’s Discussion and Analysis of Financial Condition and Results of Operations”.

238

ADDITIONAL INFORMATION

Other Matters

Concord III’s board of directors is aware of no other matter that may be brought before the special meeting. Under Delaware law, only business that is specified in the notice of special meeting to stockholders may be transacted at the special meeting.

As of the date of this proxy statement/prospectus, the Concord III board of directors does not know of any matters that will be presented for consideration at the special meeting other than as described in this proxy statement/prospectus. If any other matters properly come before the special meeting, or any adjournment or postponement thereof, and are voted upon, the enclosed proxy will be deemed to confer discretionary authority on the individuals that it names as proxies to vote the shares represented by the proxy as to any of these matters.

Legal Matters

The validity of the shares of New GCT Common Stock to be issued in connection with the Business Combination will be passed upon by Greenberg Traurig, LLP.

Experts

The financial statements of Concord Acquisition Corp III as of December 31, 2022 and 2021, included in this proxy statement/prospectus have been audited by Marcum LLP, independent registered public accounting firm, as set forth in their report thereon, which includes an explanatory paragraph as to the Company’s ability to continue as a going concern, appearing elsewhere in this proxy statement/prospectus, and are included in reliance on the report of such firm given upon their authority as experts in accounting and auditing.

The consolidated financial statements of GCT Semiconductor, Inc. as of December 31, 2022 and 2021, and for each of the two years in the period ended December 31, 2022, included in this proxy statement/​prospectus, have been so incorporated in reliance on the report (which contains an explanatory paragraph relating to GCT Semiconductor, Inc.’s ability to continue as a going concern as described in Note 1 to the consolidated financial statements) of BPM LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.

Delivery of Documents to Stockholders

Pursuant to the rules of the SEC, Concord III and servicers that it employs to deliver communications to its stockholders are permitted to deliver to two or more stockholders sharing the same address a single copy of the proxy statement. Upon written or oral request, Concord III will deliver a separate copy of the proxy statement to any stockholder at a shared address to which a single copy of the proxy statement was delivered and who wishes to receive separate copies in the future. Stockholders receiving multiple copies of the proxy statement may likewise request delivery of single copies of the proxy statement in the future. Stockholders may notify Concord III of their requests by calling or writing Concord III at its principal executive offices at (212) 883-4330 and 477 Madison Avenue, 22nd Floor, New York, NY 10022.

Transfer Agent; Warrant Agent and Registrar

The registrar and transfer agent for the Concord III Common Stock and the warrant agent for the Concord III Warrants is Continental Stock Transfer & Trust Company. Concord III has agreed to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent against all liabilities, including judgments, costs and reasonable counsel fees that may arise out of acts performed or omitted for its activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified person or entity.

239

WHERE YOU CAN FIND MORE INFORMATION

Concord III files reports, proxy statements/prospectuses and other information with the SEC as required by the Exchange Act. You can read Concord III’s SEC filings, including this proxy statement/​prospectus, over the Internet at the SEC’s website at http://www.sec.gov.

If you would like additional copies of this proxy statement/prospectus or if you have questions about the Business Combination or the proposals to be presented at the special meeting, you should contact Concord III by telephone or in writing:

Concord Acquisition Corp III
477 Madison Avenue
22nd Floor
New York, New York 10022
Telephone: (212) 883-4330
Attention: Secretary

You may also obtain these documents by requesting them in writing or by telephone from Concord III’s proxy solicitor at:

Morrow Sodali LLC
333 Ludlow Street, 5th Floor, South Tower
Stamford CT 06902
Telephone: Toll-Free (800) 662-5200 or (203) 658-9400
Banks and brokers can call collect at: (203) 658-9400
Email: CND.info@investor.morrowsodali.com

If you are a stockholder of Concord III and would like to request documents, please do so by one week prior to the meeting date to receive them before the Concord III special meeting of stockholders. If you request any documents from Concord III, we will mail them to you by first class mail, or another equally prompt means. You will not be charged for any of the documents you request.

This proxy statement/prospectus is part of a registration statement and constitutes a prospectus of Concord III with respect to the shares of New GCT Common Stock to be issued if the Business Combination is consummated in addition to being a proxy statement of Concord III for its special meeting of stockholders. As allowed by SEC rules, this proxy statement/prospectus does not contain all of the information you can find in the registration statement or the exhibits to the registration statement. Information and statements contained in this proxy statement/prospectus are qualified in all respects by reference to the copy of the relevant contract or other document included as an annex to this proxy statement/​prospectus.

All information contained or incorporated by reference in this proxy statement/prospectus relating to Concord III has been supplied by Concord III, and all such information relating to GCT has been supplied by GCT. Information provided by either Concord III or GCT does not constitute any representation, estimate or projection of any other party.

Neither Concord III or GCT has authorized anyone to give any information or make any representation about the Business Combination or their respective companies that is different from, or in addition to, that contained in this proxy statement/prospectus or in any of the materials that have been incorporated in this proxy statement/prospectus. Therefore, if anyone does give you information of this sort, you should not rely on it. If you are in a jurisdiction where offers to exchange or sell, or solicitations of offers to exchange or purchase, the securities offered by this proxy statement/prospectus or the solicitation of proxies is unlawful, or if you are a person to whom it is unlawful to direct these types of activities, then the offer presented in this proxy statement/prospectus does not extend to you. The information contained in this proxy statement/​prospectus speaks only as of the date of this proxy statement/prospectus unless the information specifically indicates that another date applies.

240

INDEX TO FINANCIAL STATEMENTS

​	Page
CONCORD ACQUISITION CORP III FINANCIAL STATEMENTS	​	​
Condensed Balance Sheets	​	F-2
Condensed Statements of Operations (Unaudited)	​	F-3
Condensed Statements of Changes in Stockholders’ Deficit (Unaudited)	​	F-4
Condensed Statements of Cash Flows (Unaudited)	​	F-5
Notes to Condensed Financial Statements (Unaudited)	​	F-6
Report of Independent Registered Public Accounting Firm (PCAOB ID: 688)	​	F-29
Balance Sheets	​	F-30
Statements of Operations	​	F-31
Statements of Changes in Stockholders’ Deficit	​	F-32
Statements of Cash Flows	​	F-33
Notes to Financial Statements	​	F-34
GCT SEMICONDUCTOR, INC. FINANCIAL STATEMENTS	​	​
Unaudited Condensed Consolidated Balance Sheets	​	F-54
Unaudited Condensed Consolidated Statements of Operations	​	F-55
Unaudited Condensed Consolidated Statements of Comprehensive Loss	​	F-56
Unaudited Condensed Consolidated Statements o Redeemable Convertible Preferred Stock and Stockholders’ Deficit	​	F-57
Unaudited Condensed Consolidated Statements of Cash Flows	​	F-58
Notes to Unaudited Condensed Consolidated Financial Statements	​	F-59
Report of Independent Registered Public Accounting Firm (PCAOB ID: 207)	​	F-92
Consolidated Balance Sheets	​	F-93
Consolidated Statements of Operations	​	F-94
Consolidated Statements of Comprehensive Loss	​	F-95
Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Deficit	​	F-96
Consolidated Statements of Cash Flows	​	F-97
Notes to Consolidated Financial Statements	​	F-98

F-1

CONCORD ACQUISITION CORP III
CONDENSED BALANCE SHEETS

​	September 30, 2023 (unaudited)			December 31, 2022
Assets	​	​	​	​	​	​
Current Assets:	​	​	​	​	​	​
Cash	​	$	212,936	​	$	521,149
Prepaid expenses	​	​	49,476	​	​	331,453
Total Current Assets	​	​	262,412	​	​	852,602
Marketable securities and cash held in Trust Account	​	​	43,181,282	​	​	356,190,233
Total Assets	​	$	43,443,694	​	$	357,042,835
Liabilities and Stockholders’ Deficit	​	​	​	​	​	​
Current Liabilities:	​	​	​	​	​	​
Due to related party	​	$	44,174	​	$	10,024
Accrued income taxes	​	​	248,950	​	​	485,207
Accounts payable and accrued expenses	​	​	2,856,179	​	​	79,569
Excise tax payable	​	​	3,173,873	​	​	—
Total Current Liabilities	​	​	6,323,176	​	​	574,800
Warrant liability	​	​	1,599,000	​	​	1,812,200
Sponsor loans, at fair value	​	​	1,664,000	​	​	1,000,000
Deferred underwriters’ discount	​	​	12,075,000	​	​	12,075,000
Total Liabilities	​	​	21,661,176	​	​	15,462,000
Commitments and Contingencies	​	​	​	​	​	​
Common stock subject to possible redemption, 4,039,934 and 34,500,000 shares at redemption value of $10.67 and $10.31 at September 30, 2023 and December 31, 2022, respectively	​	​	43,105,937	​	​	355,643,935
Stockholders’ Deficit:	​	​	​	​	​	​
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	​	​	—	​	​	—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 0 shares issued and outstanding, excluding 4,039,934 and 34,500,000 shares subject to possible redemption at September 30, 2023 and December 31, 2022, respectively	​	​	—	​	​	—
Class B Common stock, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding	​	​	863	​	​	863
Additional paid-in capital	​	​	—	​	​	—
Accumulated deficit	​	​	(21,324,282)	​	​	(14,063,963)
Total Stockholders’ Deficit	​	​	(21,323,419)	​	​	(14,063,100)
Total Liabilities and Stockholders’ Deficit	​	$	43,443,694	​	$	357,042,835

The accompanying notes are an integral part of these condensed financial statements.

F-2

CONCORD ACQUISITION CORP III

CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)

​

For the Three Months Ended September 30,

For the Nine Months Ended September 30,

​

2023

2022

2023

2022

Operating costs

​

$

500,148

​

$

286,566

​

$

3,788,909

​

$

895,786

Loss From Operations

​

​

(500,148)

​

​

(286,566)

​

​

(3,788,909)

​

​

(895,786)

Other (Expense) Income, net:

​

​

​

​

​

​

​

​

​

​

​

​

Income from operating Bank Account

​

​

997

​

​

—

​

​

3,205

​

​

—

Income from investments held in Trust Account

​

​

555,280

​

​

1,588,513

​

​

6,289,385

​

​

2,116,670

Change in fair value of warrant liability and sponsor loans

​

​

(1,057,000)

​

​

2,222,000

​

​

(450,800)

​

​

17,918,000

Total other (expense) income, net

​

​

(500,723)

​

​

3,810,513

​

​

5,841,790

​

​

20,034,670

(Loss) income before provision for income taxes

​

​

(1,000,871)

​

​

3,523,947

​

​

2,052,881

​

​

19,138,884

Provision for income taxes

​

​

(106,318)

​

​

(323,088)

​

​

(1,290,002)

​

​

(381,057)

Net (loss) income

​

$

(1,107,189)

​

$

3,200,859

​

$

762,879

​

$

18,757,827

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption

​

​

4,039,934

​

​

34,500,000

​

​

17,875,275

​

​

34,500,000

Basic and diluted net (loss) income per share, Class A common stock subject to possible redemption

​

$

(0.09)

​

$

0.07

​

$

0.03

​

$

0.43

Basic and diluted weighted average shares outstanding, Class B common stock

​

​

8,625,000

​

​

8,625,000

​

​

8,625,000

​

​

8,625,000

Basic and diluted net (loss) income per share, Class B common stock

​

$

(0.09)

​

$

0.07

​

$

0.03

​

$

0.43

The accompanying notes are an integral part of these condensed financial statements.

F-3

CONCORD ACQUISITION CORP III

CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS’ DEFICIT
(Unaudited)

​

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2023

​

Preferred Stock

Class A Common Stock

Class B Common Stock

Additional Paid-In Capital

Accumulated Deficit

Stockholders’ Deficit

​

Shares

Amount

Shares

Amount

Shares

Amount

Balance as of January 1, 2023

​

—

​

$

—

​

—

​

$

—

​

8,625,000

​

$

863

​

$

—

​

$

(14,063,963)

​

$

(14,063,100)

Increase in redemption value of shares subject to possible redemption

​

—

​

​

—

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

(4,450,363)

​

​

(4,450,363)

Net income

​

—

​

—

​

—

​

—

​

—

​

—

​

—

​

​

1,870,068

​

​

1,870,068

Contribution – non-redemption agreements

​

—

​

​

—

​

—

​

​

—

​

—

​

​

—

​

​

884,554

​

​

—

​

​

884,554

Fair value of shareholder non-redemption agreements

​

—

​

​

—

​

—

​

​

—

​

—

​

​

—

​

​

(884,554)

​

​

—

​

​

(884,554)

Excise tax payable attributable to redemption of common stock

​

—

​

​

—

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

(3,173,873)

​

​

(3,173,873)

Balance as of June 30, 2023

​

—

​

​

—

​

—

​

​

—

​

8,625,000

​

​

863

​

​

—

​

​

(19,818,131)

​

​

(19,817,268)

Increase in redemption value of shares subject to possible redemption

​

—

​

​

—

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

(398,962)

​

​

(398,962)

Net loss

​

—

​

​

—

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

(1,107,189)

​

​

(1,107,189)

Balance as of September 30, 2023

​

—

​

$

—

​

—

​

$

—

​

8,625,000

​

$

863

​

$

—

​

$

(21,324,282)

​

$

(21,323,419)

​

FOR THE THREE AND NINE MONTHS ENDED SEPTEMBER 30, 2022

​

Preferred Stock

Class A Common Stock

Class B Common Stock

Additional Paid-In Capital

Accumulated Deficit

Stockholders’ Deficit

​

Shares

Amount

Shares

Amount

Shares

Amount

Balance as of January 1, 2022

​

—

​

$

—

​

—

​

$

—

​

8,625,000

​

$

863

​

$

—

​

$

(34,576,312)

​

$

(34,575,449)

Increase in redemption value of shares subject to possible redemption

​

—

​

​

—

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

(218,133)

​

​

(218,133)

Net income

​

—

​

​

—

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

15,556,968

​

​

15,556,968

Balance as of June 30, 2022

​

—

​

​

—

​

—

​

​

—

​

8,625,000

​

​

863

​

​

—

​

​

(19,237,477)

​

​

(19,236,614)

Increase in redemption value of shares subject to possible redemption

​

—

​

​

—

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

(1,215,425)

​

​

(1,215,425)

Net income

​

—

​

​

—

​

—

​

​

—

​

—

​

​

—

​

​

—

​

​

3,200,859

​

​

3,200,859

Balance as of September 30, 2022

​

—

​

$

—

​

—

​

$

—

​

8,625,000

​

$

863

​

$

—

​

$

(17,252,043)

​

$

(17,251,180)

The accompanying notes are an integral part of these condensed financial statements.

F-4

CONCORD ACQUISITION CORP III

CONDENSED STATEMENTS OF CASH FLOWS
(Unaudited)

​	For the Nine months Ended September 30,
​	2023			2022
Cash flows from Operating Activities:	​	​	​	​	​	​
Net income	​	$	762,879	​	$	18,757,827
Adjustments to reconcile net income to net cash used in operating activities:	​	​	​	​	​	​
Income from investments held in Trust Account	​	​	(6,289,385)	​	​	(2,116,670)
Changes in fair value of warrant liability and sponsor loans	​	​	450,800	​	​	(17,918,000)
Changes in operating assets and liabilities:	​	​	​	​	​	​
Prepaid expenses	​	​	281,977	​	​	278,480
Due to related party	​	​	34,150	​	​	5,140
Accrued income taxes	​	​	(236,257)	​	​	381,057
Accounts payable and accrued expenses	​	​	2,776,610	​	​	(192,744)
Net cash used in operating activities	​	​	(2,219,226)	​	​	(804,910)
Cash flows from Investing Activities:	​	​	​	​	​	​
Cash withdrawn from Trust Account to pay taxes	​	​	1,911,013	​	​	—
Cash withdrawn from Trust Account in connection with redemptions	​	​	317,387,323	​	​	—
Net cash provided by investing activities	​	​	319,298,336	​	​	—
Cash flows from Financing Activities:	​	​	​	​	​	​
Redemption of Common Stock	​	​	(317,387,323)	​	​	—
Net cash used in financing activities	​	​	(317,387,323)	​	​	—
Net change in cash	​	​	(308,213)	​	​	(804,910)
Cash, beginning of the period	​	​	521,149	​	​	1,214,555
Cash, end of the period	​	$	212,936	​	$	409,645
Supplemental disclosure of cash flow information:	​	​	​	​	​	​
Non-cash financing transactions:	​	​	​	​	​	​
Increase in redemption value of shares subject to possible redemption	​	$	4,849,325	​	$	1,433,558
Non-cash contribution – non-redemption agreements	​	$	884,554	​	$	—
Excise tax payable attributable to redemption of common stock	​	$	3,173,873	​	$	—

The accompanying notes are an integral part of these condensed financial statements.

F-5

CONCORD ACQUISITION CORP III
NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023
(UNAUDITED)

Note 1 — Organization, Business Operations and Liquidity

Organization and General

Concord Acquisition Corp III (the “Company”) is a blank check company incorporated on February 18, 2021, as a Delaware corporation 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 (the “Business Combination”).

As of September 30, 2023, the Company had not commenced any operations. All activity for the period from February 18, 2021 (inception) through September 30, 2023, relates to the Company’s formation, the Initial Public Offering (as defined below) and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of investment income on cash and cash equivalents from the proceeds derived from the Initial Public Offering, and non-operating income or expense from the changes in the fair value of warrant liability and sponsor loans.

The Company’s sponsors are Concord Sponsor Group III LLC (the “Sponsor”) (an affiliate of Atlas Merchant Capital LLC), and CA2 Co-Investment LLC (an affiliate of one of the underwriters of the Initial Public Offering) (“CA2 Co-Investment” and, together with the Sponsor, the “Sponsors”).

The registration statements for the Initial Public Offering were declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 3, 2021 (the “Effective Date”). On November 8, 2021, the Company completed its initial public offering (the “Initial Public Offering” or “IPO”) of 34,500,000 units (“Units”), including the issuance of 4,500,000 Units as a result of the underwriters’ exercise in full of their over-allotment option at an offering price of $10.00 per Unit, generating gross proceeds of $345,000,000.

Simultaneously with the closing of the IPO, the Company consummated the private placement of 8,260,606 warrants to the Sponsor and 1,139,394 warrants to CA2 Co-Investment (together, the “Private Placement Warrants”), each at a price of $1.00 per Private Placement Warrants, generating total proceeds of $9,400,000.

The Company also executed promissory notes with the Sponsors, evidencing loans to the Company in the aggregate amount of $6,900,000 (the “Sponsors Loans”). The Sponsor Loans may, by their terms, be repaid or converted into warrants (the “Sponsor Loan Warrants”) at a conversion price of $1.00 per warrant, at the Sponsors’ discretion. The Sponsor Loan Warrants will be identical to the Private Placement Warrants, which are described in Note 5.

The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

Upon the closing of the Initial Public Offering, a total of $351,900,000 ($10.20 per Unit) of the net proceeds from the IPO, the Private Placement and the Sponsor Loans was deposited in a trust account (“Trust Account”) and was invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under

F-6

CONCORD ACQUISITION CORP III
NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023
(UNAUDITED)

Rule 2a-7 under the Investment Company Act. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company as described below, the funds held in the Trust Account will not be released from the Trust Account until the earliest of: (1) the completion of the initial Business Combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination by the Current Extended Date (as defined below) or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity; and (3) the redemption of all of the public shares if the Company has not completed the initial Business Combination by the Current Extended Date, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public stockholders.

The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either: (1) in connection with a stockholder meeting called to approve the Business Combination; or (2) by means of a tender offer. Except as required by applicable law or stock exchange rules, the decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations. As of September 30, 2023, the amount in the Trust Account available for redemption is approximately $10.67 per public share.

All of the public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation.

The shares of common stock subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with FASB ASC Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination, among other things, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

In April 2023, the Company and the Sponsor entered into Non-Redemption Agreements with a number of the Company’s stockholders in exchange for them agreeing not to redeem shares of the Company’s Class A common stock sold in the IPO (the “Non-Redeemed Shares”) in connection with the special meeting of stockholders called by the Company and held on May 4, 2023 (described below). In exchange for the foregoing commitments not to redeem such shares, the Sponsor has agreed to transfer to such stockholders an aggregate of 999,665 shares of the Company’s Class B common stock (the “Class B shares”), par value $0.0001 per share, held by the Sponsor immediately following consummation of an initial business combination.

On May 4, 2023, the Company’s stockholders approved at the special meeting of stockholders a proposal to amend the Company’s amended and restated certificate of incorporation (the “charter”) to extend the date by which the Company has to consummate a business combination from May 8, 2023 (the “Termination Date”) to November 8, 2023, or such earlier date as may be determined by the board of directors of the Company (such later date, the “Extended Date”). In connection with the votes to approve the

F-7

CONCORD ACQUISITION CORP III
NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023
(UNAUDITED)

Charter Amendment, the holders of 30,460,066 shares of Class A common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.42 per share, for an aggregate redemption amount of approximately $317,000,000, leaving approximately $42,000,000 in the Trust Account.

In November 2023, the Company and the Sponsor entered into certain Non-Redemption Agreements with a number of the Company’s stockholders in exchange for them agreeing not to redeem shares of the Company’s Class A common stock sold in the IPO in connection with the special meeting of stockholders called by the Company and held on November 7, 2023 (described below). In exchange for the foregoing commitments not to redeem such shares, the Company has agreed to allocate to such investors an aggregate of 782,001 shares of Class A common stock (the “Promote Shares”) and the Sponsor has agreed to surrender and forfeit to the Company for no consideration a number of shares of Class B common stock equal to the number of Promote Shares upon closing of an initial business combination.

On November 7, 2023, the Company’s stockholders approved at the special meeting of stockholders a proposal to amend the Company’s charter to further extend the date by which the Company has to consummate a Business Combination from the Extended Date to August 8, 2024, or such earlier date as may be determined by the board of directors of the Company (such later date, the “Current Extended Date”). In connection with the votes to approve such a proposal, the holders of an additional 98,573 shares of Class A common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.70 per share, for an aggregate redemption amount of approximately $1.1 million, leaving approximately $42.2 million in the Trust Account and 3,941,361 shares of Class A common stock subject to possible redemption outstanding immediately following these redemptions.

Proposed Business Combination

On November 2, 2023, the Company entered into a business combination agreement (the “Business Combination Agreement”) with GCT Semiconductor, Inc., a Delaware corporation (“GCT”), and Gibraltar Merger Sub Inc., a Delaware corporation and a direct, wholly-owned subsidiary of the Company (“Merger Sub”). Pursuant to the Business Combination Agreement, the parties will, subject to the satisfaction or waiver of the conditions contained in the Business Combination Agreement, consummate a business combination transaction pursuant to which Merger Sub will merge with and into GCT, with GCT surviving the merger as a wholly-owned subsidiary of the Company (the “Merger” and, together with the other transactions contemplated by the Business Combination Agreement, the “Transactions” and the closing of the Transactions, the “Closing”).

The aggregate equity consideration to be paid to GCT’s stockholders and other equity holders in the Transactions (the “Aggregate Transaction Consideration”) will be equal to the quotient of (i) the Company Value (as defined below) divided by (ii) $10.00. Immediately prior to the Closing, all of the outstanding principal and accrued interest under the outstanding promissory notes issued by GCT that can be converted into shares of GCT common stock will be so converted in accordance with their terms. The “Company Value” means an amount equal to $350 million, minus the amount of indebtedness of GCT immediately prior to the Closing, plus the amount of GCT’s cash and cash equivalents immediately prior to the Closing (with standard exceptions), plus the aggregate exercise price of all “in-the-money” warrants of GCT outstanding immediately prior to the Closing.

Following the Closing, the Company will issue up to an aggregate of 20,000,000 additional shares of its common stock to the stockholders of GCT as of immediately prior to the Closing and certain other persons, including the PIPE Investors (as defined below) (collectively, the “GCT Recipients”), if the volume weighted average price (the “VWAP”) of the shares of the Company’s common stock equals or exceeds certain minimum share prices at any time during the period starting 60 days following the Closing and expiring on the fifth anniversary of the Closing (the “Earnout Period”), as follows: (i) 6,666,667 shares if the

F-8

CONCORD ACQUISITION CORP III
NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023
(UNAUDITED)

VWAP of the shares of the common stock equals or exceeds $12.50 for any 20 trading days within a period of 30 consecutive trading days during the Earnout Period; (ii) 6,666,666 shares if the VWAP of the shares of the common stock equals or exceeds $15.00 for any 20 trading days within a period of 30 consecutive trading days during the Earnout Period; and (iii) 6,666,667 shares if the VWAP of the shares of the common stock equals or exceeds $17.50 for any 20 trading days within a period of 30 consecutive trading days during the Earnout Period. Such shares will also become issuable under certain circumstances if a “change of control” of the Company occurs following the Closing but prior to the applicable earnout expiration date and the price per share in the change of control equals or exceeds the applicable price target.

Concurrently with the execution of the Business Combination Agreement, certain investors (the “PIPE Investors”) entered into subscription agreements (the “PIPE Subscription Agreements”) pursuant to which the PIPE Investors have committed to purchase in a private placement an aggregate of 4,484,854 shares of the Company’s Class A common stock (the “PIPE Shares”) at a purchase price of $6.67 per share and an aggregate purchase price of approximately $29.9 million (the “PIPE Investment”). The purchase of the PIPE Shares is conditioned upon, among other things, the consummation of the Transactions and will be consummated immediately prior to or substantially concurrently with the Closing. The public warrants included as part of Units sold in the IPO (the “Public Warrants”) and Private Placement Warrants include certain down-round provisions under which their exercise price may be adjusted, if (a) the Company issues additional shares of the Company’s Class A common stock or securities convertible into or exercisable or exchangeable for shares of the Company’s Class A common stock for capital raising purposes in connection with the closing of its initial business combination at an issue price or effective issue price of less than $9.20 per share of the Company’s Class A common stock (the “Newly Issued Price”), (b) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of an initial business combination on the date of the consummation of such initial business combination (net of redemptions), and (c) the volume weighted average trading price of the the Company’s Class A common stock during the twenty (20) trading day period starting on the trading day prior to the day on which the Company consummates an initial business combination (such price, the “Market Value”) is below $9.20 per share, the price per share (including in cash or by payment of warrants pursuant to a “cashless exercise,” to the extent permitted) at which shares of the Company’s Class A common stock may be purchased at the time a warrant is exercised will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, and the $18.00 per share redemption trigger prices will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

Concurrently with the execution of the Business Combination Agreement, the Company entered into a sponsor support agreement (the “Sponsor Support Agreement”) with GCT, the Sponsor and CA2 Co-Investment LLC (“CA2”). Pursuant to the Sponsor Support Agreement, the Sponsor and CA2 have, among other things, agreed to vote all of their shares of the Company’s common stock in favor of the approval of the Transactions, including the Merger, not to redeem any of their shares of the Company’s common stock and to waive their anti-dilution protections with respect to their shares of the Company’s Class B common stock. In addition, the Sponsor and CA2 agreed that a portion of up to an aggregate of 1,920,375 shares of common stock to be issued to them at Closing (collectively, the “Sponsor Earnout Shares”) will be unvested and subject to forfeiture as of the Closing, and will only vest if certain share price trading thresholds are satisfied during a specified period of time following the Closing. The Sponsor and CA2 further agreed that (i) 1,399,107 shares of common stock to be held by them at Closing, (ii) any portion of the Sponsor Earnout Shares not unvested and made subject to forfetiture as of the Closing and (iii) up to an aggregate of 2,820,000 Private Placement Warrants to be held by them at Closing may be allocated by GCT to the GCT Recipients, and transferred to the GCT Recipients at Closing (without any vesting conditions). The Sponsor and CA2 also agreed (i) to forfeit up to an additional 2,820,000 Private Placement Warrants held by them at Closing, to the extent not allocated prior to the Closing to certain third parties, including prospective PIPE Investors and holders of shares of the Company’s Class A common stock who agree not

F-9

CONCORD ACQUISITION CORP III
NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023
(UNAUDITED)

to redeem their shares in connection with any extension of the Company’s deadline to consummate an initial business combination, and (ii) to forgive all amounts outstanding under the Sponsor Loans.

Initial Business Combination

The Company has until the Current Extended Date (the “Combination Period”) to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period or during any Extension Period (as defined below), the Company will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem 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 earned on the funds held in the Trust Account (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 public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), (3) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to their warrants, which will expire worthless if the Company fails to complete the initial Business Combination within the Combination Period.

The Sponsors, officers and directors have agreed to waive: (1) their redemption rights with respect to any Founder shares (as described in Note 5) and public shares held by them, as applicable, in connection with the completion of the initial Business Combination; (2) their redemption rights with respect to any Founder shares and public shares held by them in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the obligation to allow redemptions in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (3) their rights to liquidating distributions from the Trust Account with respect to any Founder shares they hold if the Company fails to complete the initial Business Combination within the Combination Period or during any extended time that the Company has to consummate a Business Combination beyond the Combination Period as a result of a stockholder vote to amend the Company’s amended and restated certificate of incorporation (an “Extension Period”) (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period).

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has 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 the Company’s indemnity of the underwriters of the Initial Public Offering 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, the Sponsors will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations and believe that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations.

F-10

CONCORD ACQUISITION CORP III
NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023
(UNAUDITED)

Liquidity and Going Concern Considerations

As of September 30, 2023, the Company had cash on hand of $212,936 held outside of the Trust Account and available for working capital purposes (which included $203,663 of cash withdrawn by the Company from the Trust Account to pay taxes not yet paid and excluding excise taxes). Further, investment income on the funds held in the Trust Account may be released to the Company to pay taxes (excluding excise taxes) and up to $100,000 to pay dissolution expenses. During the nine months ended September 30, 2023, the Company withdrew $1,911,013 from the Trust Account for the payment of taxes.

If the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate our business prior to a Business Combination. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because the Company becomes obligated to redeem a significant number of public shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of a Business Combination. If the Company is unable to complete a Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following a Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations.

The Company has until the Current Extended Date to consummate a Business Combination. If a Business Combination is not consummated by this date and any additional extension(s) are not obtained, there will be a mandatory liquidation and subsequent dissolution of the Company. Although the Company intends to consummate a Business Combination on or before the Current Extended Date, it is uncertain whether the Company will be able to consummate a Business Combination by this time. In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, “Presentation of Financial Statements — Going Concern”, Management has determined that the mandatory liquidation, should a Business Combination not occur, and an additional extension is not obtained, and potential subsequent dissolution, as well as the potential for the Company to have insufficient funds available to operate its business prior to a Business Combination, raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts and classification of assets or liabilities should the Company be required to liquidate after the Current Extended Date.

Risks and Uncertainties

Management is currently evaluating the impact of the COVID-19 pandemic on the industry and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The accompanying financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Note 2 — Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8-03 of Regulation S-X of the SEC. Certain information or footnote disclosures normally included in financial statements prepared in

F-11

CONCORD ACQUISITION CORP III
NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023
(UNAUDITED)

accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 as filed with the SEC on February 27, 2023, which contains the audited financial statements and notes thereto. The accompanying condensed balance sheet as of December 31, 2022 has been derived from those audited financial statements. The interim results for the three and nine months ended September 30, 2023 are not necessarily indicative of the results to be expected for the year ending December 31, 2023 or for any future interim periods.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, as modified by the Jumpstart Our Business Startups Act of 2012, (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses during the reporting period. Actual results could differ from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2023 and December 31, 2022. At September 30, 2023 and December 31, 2022, included in cash on the

F-12

CONCORD ACQUISITION CORP III
NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023
(UNAUDITED)

condensed balance sheets is $203,663 and $0, respectively, of cash withdrawn by the Company from the Trust Account to pay taxes not yet paid and excluding excise taxes.

Marketable Securities and Cash Held in Trust Account

As of September 30, 2023 and December 31, 2022, investments held in Trust Account consisted of mutual funds that invest primarily in US government securities and generally have a readily determinable fair value. Such securities and investments in mutual funds are presented on the condensed balance sheets at fair value at the end of the reporting period. Interest, dividends, gains and losses resulting from the change in fair value of these securities are included in income from investments held in the Trust Account in the accompanying condensed statements of operations. The estimated fair values of investments held in the Trust Account are determined using available market information.

A decline in the market value of held-to-maturity securities below cost that is deemed to be other than temporary, results in an impairment that reduces the carrying costs to such securities’ fair value. The impairment is charged to earnings and a new cost basis for the security is established. To determine whether an impairment is other than temporary, the Company considers whether it has the ability and intent to hold the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and the duration of the impairment, changes in value subsequent to year-end, forecasted performance of the investee, and the general market condition in the geographic area or industry the investee operates in.

During the nine months ended September 30, 2022, premiums and discounts were amortized or accreted over the life of the related held-to-maturity security as an adjustment to yield using the effective-interest method. Such amortization and accretion is included in the “income from investments held in Trust Account” line item in the condensed statement of operations. Accretion of the discounts amounted to $320,031 and $0 for the nine and three months ended September 30, 2022, respectively. There were no such securities held with discounts or premiums during the nine and three months ended September 30, 2023, and as a result there was no accretion during such periods.

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of a cash account in a financial institution, which, at times, may exceed the Federal Depository Insurance Coverage of $250,000. At September 30, 2023 and December 31, 2022, the Company has not experienced losses on this account.

Common Stock Subject to Possible Redemption

The Company accounts for its shares of Class A common stock subject to possible redemption in accordance with the guidance in ASC Topic 480, “Distinguishing Liabilities from Equity.” Shares of Class A common stock subject to mandatory redemption (if any) are classified as a liability instrument and is measured at fair value. Conditionally redeemable shares of Class A common stock (including shares that feature redemption rights that are either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) are classified as temporary equity. At all other times, shares of Class A common stock are classified as stockholders’ equity. The Company’s shares of Class A common stock feature certain redemption rights that are considered to be outside of the Company’s control and subject to the occurrence of uncertain future events. Accordingly, all shares of Class A common stock subject to possible redemption are presented at redemption value as temporary equity, outside of the stockholders’ deficit section of the Company’s balance sheet.

F-13

CONCORD ACQUISITION CORP III
NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023
(UNAUDITED)

The shares of Class A common stock sold as part of the Units in the IPO contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with a Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation. In accordance with the accounting treatment for redeemable equity instruments, which has been codified in ASC 480-10-S99, redemption provisions not solely within the control of the Company require Class A common stock subject to redemption to be classified outside of permanent equity. Therefore, all shares of Class A common stock have been classified outside of permanent equity.

In connection with the votes to approve the Charter Amendment at the special meeting of stockholders on May 4, 2023, the holders of 30,460,066 shares of Class A common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.42 per share, for an aggregate redemption amount of approximately $317,000,000.

In connection with the votes to approve the Second Charter Amendment at the special meeting of stockholders on November 7, 2023, the holders of 98,573 shares of Class A common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.70 per share, for an aggregate redemption amount of approximately $1.1 million. See “Note 7 — Subsequent Events.”

The Company recognizes changes in redemption value immediately as they occur and adjusts the carrying value of redeemable common stock to equal the redemption value at the end of each reporting period. Increases or decreases in the carrying amount of redeemable common stock are affected by charges against additional paid-in capital (to the extent available) and accumulated deficit. During the nine months ended September 30, 2023, the Company recorded an increase in the redemption value of $4,849,325 as a result of earnings on the Trust Account that exceed amounts eligible for payment of taxes that had been incurred. During the nine months ended September 30, 2023, $1,911,013 was withdrawn by the Company from the Trust Account to pay its tax obligations.

For the nine months ended September 30, 2023 and 2022, the changes in Class A common stock subject to possible redemption is as follows:

​	Shares		Amount
Class A common stock subject to possible redemption at January 1, 2022	​	34,500,000	​	$	351,900,000
Plus:	​	​	​	​	​
Increase in redemption value of shares subject to possible redemption	​	—	​	​	1,433,558
Class A common stock subject to possible redemption at September 30, 2022	​	34,500,000	​	$	353,333,558
Class A common stock subject to possible redemption at January 1, 2023	​	34,500,000	​	$	355,643,935
Plus:	​	​	​	​	​
Increase in redemption value of shares subject to possible redemption	​	—	​	​	4,849,325
Less:	​	​	​	​	​
Decrease due to share redemption	​	(30,460,066)	​	​	(317,387,323)
Class A common stock subject to possible redemption at September 30, 2023	​	4,039,934	​	$	43,105,937

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under the FASB ASC 820, “Fair Value Measurement” approximates the carrying amounts represented in the balance sheets, primarily due to their short-term nature.

F-14

CONCORD ACQUISITION CORP III
NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023
(UNAUDITED)

Fair Value Measurements

Fair value is defined as the price that would be received for sale of an asset or paid for transfer of a liability, in an orderly transaction between market participants at the measurement date. GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). These tiers include:

•

Level 1, defined as observable inputs such as quoted prices (unadjusted) for identical instruments in active markets;

•

Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and

•

Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable. In some circumstances, the inputs used to measure fair value might be categorized within different levels of the fair value hierarchy. In those instances, the fair value measurement is categorized in its entirety in the fair value hierarchy based on the lowest level input that is significant to the fair value measurement.

Derivative Financial Instruments

The Company evaluates its financial instruments to determine if such instruments are derivatives or contain features that qualify as embedded derivatives in accordance with ASC Topic 815, “Derivatives and Hedging”. Derivative instruments are initially recorded at fair value on the grant date and re-valued at each reporting date, with changes in the fair value reported in the statement of operations. Derivative assets and liabilities are classified in the balance sheet as current or non-current based on whether or not net-cash settlement or conversion of the instrument could be required within 12 months of the balance sheet date.

Warrant Liability

The Company accounts for the 26,650,000 warrants issued in connection with the Initial Public Offering (the 17,250,000 Public Warrants and the 9,400,000 Private Placement Warrants) in accordance with the guidance contained in ASC 815-40. Such guidance provides that because the warrants do not meet the criteria for equity treatment thereunder, each warrant must be recorded as a liability. Accordingly, the Company classifies each warrant as a liability at its fair value. This liability is subject to re-measurement at each balance sheet date. With each such re-measurement, the warrant liability will be adjusted to fair value, with the change in fair value recognized in the Company’s condensed statement of operations.

Sponsor Loans

The Company has elected to account for the $6,900,000 (original principal amount) in Sponsor Loans using the fair value option in accordance with the guidance contained in ASC 825-10-25. The fair value option provides an option to elect fair value as an alternative measurement for selected financial assets, financial liabilities, unrecognized firm commitments, and written loan commitments. The Company has elected to apply the fair value option to the Sponsor Loans to simplify the accounting model applied to that class of financial instruments. See Notes 3 and 6 for additional information.

Stock-Based Compensation

The sale or transfers of the Founder Shares to members of the Company’s board of directors, as described in Note 5, is within the scope of FASB ASC Topic 718, “Compensation-Stock Compensation”

F-15

CONCORD ACQUISITION CORP III
NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023
(UNAUDITED)

(“ASC 718”). Under ASC 718, stock-based compensation associated with equity classified awards is measured at fair value upon the grant date. The Founder Shares were effectively sold or transferred subject to a performance condition (i.e., the occurrence of a Business Combination). Compensation expense related to the Founder Shares is recognized only when the performance condition is probable of occurrence under the applicable accounting literature in this circumstance. A business combination is not probable until it is completed. Stock-based compensation would be recognized at the date a Business Combination is considered probable in an amount equal to the number of Founder Shares times the grant date fair value per share (unless subsequently modified) less the amount initially received for the purchase of the Founder Shares. As of September 30, 2023 and for all prior periods, the Company determined that a Business Combination is not considered probable until a business combination is completed, and therefore, no stock-based compensation expense has been recognized.

Income Taxes

The Company accounts for income taxes under ASC 740 Income Taxes (“ASC 740”). ASC 740 requires the recognition of deferred tax assets and liabilities for both the expected impact of differences between the financial statement and tax basis of assets and liabilities and for the expected future tax benefit to be derived from tax loss and tax credit carry forwards. ASC 740 additionally requires a valuation allowance to be established when it is more likely than not that all or a portion of deferred tax assets will not be realized. The effective tax rate differs from the statutory tax rate of 21% for the nine and three months ended September 30, 2023 and 2022, primarily due to changes in fair value of the warrant liability and sponsor loans, which are not currently recognized in taxable income, non-deductible start-up costs, and the valuation allowance on the deferred tax assets.

While ASC 740 identifies usage of an effective annual tax rate for purposes of an interim provision, it does allow for estimating individual elements in the current period if they are significant, unusual or infrequent. Computing the effective tax rate for the Company is complicated due to the potential impact of the Company’s change in fair value of warrants (or any other change in fair value of a complex financial instrument), the timing of any potential business combination expenses and the actual interest income that will be recognized during the year. The Company has taken a position as to the calculation of income tax expense in a current period based on ASC 740-270-25-3 which states, “If an entity is unable to estimate a part of its ordinary income or loss or the related tax provision or benefit but is otherwise able to make a reasonable estimate, the tax provision or benefit applicable to the item that cannot be estimated shall be reported in the interim period in which the item is reported.” The Company believes its calculation to be a reliable estimate and allows it to properly take into account the usual elements that can impact its annualized book income and its impact on the effective tax rate. As such, the Company is computing its taxable income or loss and associated income tax provision or benefit based on actual results through September 30, 2023.

ASC 740 also clarifies the accounting for uncertainty in income taxes recognized in an enterprise’s financial statements and prescribes a recognition threshold and measurement process for financial statement recognition and measurement of a tax position taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more-likely-than-not to be sustained upon examination by taxing authorities. ASC 740 also provides guidance on derecognition, classification, interest and penalties, accounting in interim period, disclosure and transition.

The Company recognizes accrued interest and penalties related to unrecognized tax benefits. There were no unrecognized tax benefits and no amounts accrued for interest and penalties as of September 30, 2023, and December 31, 2022. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company has identified the United States as its only “major” tax jurisdiction.

F-16

CONCORD ACQUISITION CORP III
NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023
(UNAUDITED)

The Company is subject to income tax examinations by major taxing authorities since inception. These examinations may include questioning the timing and amount of deductions, the nexus of income among various tax jurisdictions and compliance with federal and state tax laws. The Company’s management does not expect that the total amount of unrecognized tax benefits will materially change over the next twelve months.

The Company was formed in 2021 and files U.S. federal and various state income tax returns. All tax periods since inception remain open to examination by the taxing jurisdictions to which the Company is subject. ASC 740 prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. The Company is subject to income tax examinations by major taxing authorities since inception.

On August 16, 2022, the Inflation Reduction Act of 2022 (the “IRA”) was signed into federal law. The IRA 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. corporations and certain U.S. subsidiaries of publicly traded non-U.S. corporations (each, a “covered corporation”). Because the Company is a Delaware corporation and its securities are trading on the NYSE, the Company is a “covered corporation” for this purpose. The excise tax is imposed on the repurchasing corporation itself, not its stockholders 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 Treasury has been given authority to provide regulations and other guidance to carry out, and prevent the abuse or avoidance of the excise tax. The IRA applies only to repurchases that occur after December 31, 2022.

Any redemption or other repurchase that occurs in connection with a Business Combination may be subject to the excise tax. 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 a Business Combination, (ii) the timing, nature and amount of the equity issued in connection with a Business Combination (or otherwise issued not in connection with a Business Combination but issued within the same taxable year of a Business Combination), and (iii) the content of regulations and other guidance from the U.S. Department of the Treasury. In addition, because the excise tax would be payable by the Company, and not by the redeeming holder, the mechanics of any required payment of the excise tax have not been determined. The foregoing could cause a reduction in the cash available on hand to complete a Business Combination. For the nine months ended September 30, 2023 and 2022, the Company has recognized $3,173,873 and $0, respectively, in excise tax payable related to share redemptions. In accordance with ASC 340-10-S99-1, the liability does not impact the condensed statements of operations and is offset against additional paid-in capital or accumulated deficit if additional paid-in capital is not available.

Net (Loss) Income Per Common Share

The Company has two classes of shares, which are referred to as Class A common stock and Class B common stock. Earnings and losses are shared pro rata between the two classes of stock. For purposes of computing diluted earnings per share, the weighted-average shares outstanding of common stock reflects the dilutive effect that could occur if convertible securities or other contracts to issue common stock were converted into or exercised for common stock as of the beginning of the period in which the conditions were satisfied (or as of the date of the contingent stock agreement, if later). The calculation of diluted net (loss) income per share does not consider the effect of the warrants issued in connection with the (i) IPO,

F-17

CONCORD ACQUISITION CORP III
NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023
(UNAUDITED)

(ii) exercise of over-allotment (iii) Private Placement and (iv) sponsor loans since the exercise of the warrants and sponsor loans would be anti-dilutive. The warrants (including warrants issuable in conjunction with the Sponsor Loans) are exercisable to purchase 33,550,000 shares of Class A common stock in the aggregate. At September 30, 2023 and September 30, 2022, the Company did not have any other dilutive securities and other contracts that could, potentially, be exercised or converted into common stock and then share in the earnings of the Company. Remeasurement associated with the redeemable shares of Class A common stock to redemption value is excluded from earnings per share as the redemption value approximates fair value.

Net (loss) income per common share is as follows:

​

For the Three Months Ended September 30,

​

2023

2022

​

Class A

Class B

Class A

Class B

Basic and diluted net (loss) income per share

​

​

​

​

​

​

​

​

​

​

​

​

Numerator:

​

​

​

​

​

​

​

​

​

​

​

​

Allocation of net (loss) income

​

$

(353,178)

​

$

(754,011)

​

$

2,560,687

​

$

640,172

Denominator:

​

​

​

​

​

​

​

​

​

​

​

​

Weighted-average shares outstanding

​

​

4,039,934

​

​

8,625,000

​

​

34,500,000

​

​

8,625,000

Basic and diluted net (loss) income per share

​

$

(0.09)

​

$

(0.09)

​

$

0.07

​

$

0.07

​

For the Nine months Ended September 30,

​

2023

2022

​

Class A

Class B

Class A

Class B

Basic and diluted net income per share

​

​

​

​

​

​

​

​

​

​

​

​

Numerator:

​

​

​

​

​

​

​

​

​

​

​

​

Allocation of net income

​

$

514,586

​

$

248,293

​

$

15,006,262

​

$

3,751,565

Denominator:

​

​

​

​

​

​

​

​

​

​

​

​

Weighted-average shares outstanding

​

​

17,875,275

​

​

8,625,000

​

​

34,500,000

​

​

8,625,000

Basic and diluted net income per share

​

$

0.03

​

$

0.03

​

$

0.43

​

$

0.43

Recent Accounting Pronouncements

In August 2020, the FASB issued Accounting Standards Update (“ASU”) No. 2020-06, Debt — Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging — Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (“ASU 2020-06”), which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. The provisions of ASU 2020-06 are applicable for fiscal years beginning after December 15, 2023, with early adoption permitted no earlier than fiscal years beginning after December 15, 2020. The Company is currently evaluating the impact of ASU 2020-06 on its financial statements.

The Company’s management does not believe that any other recently issued, but not yet effective, accounting standards if currently adopted would have a material effect on the accompanying financial statements.

F-18

CONCORD ACQUISITION CORP III
NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023
(UNAUDITED)

Non-Redemption Agreements

In April 2023, the Sponsor and certain investors (“Investors”) of the Company’s Class A common stock entered into Non-Redemption Agreements. The Non-Redemption Agreements provide for the assignment of economic interest of an aggregate of 999,665 shares of Class B common stock of the Company held by the Sponsor to the Investors in exchange for such Investors agreeing to hold and not redeem their Class A common stock at the special meeting of stockholders held on May 4, 2023. Pursuant to the Non-Redemption Agreements, the Sponsor has agreed to transfer to such Investors an aggregate of 999,665 shares of Class B common stock upon the consummation of an initial Business Combination. The Company estimated the aggregate fair value of the shares attributable to the Investors to be $884,554 or $0.88 per share. The Company complies with the requirements of SEC Staff Accounting Bulletin (“SAB”) Topic 5(A) — “Expenses of Offering” and SAB Topic 5(T): Miscellaneous Accounting — Accounting for Expenses or Liabilities Paid by Principal Stockholder(s). As such, the value of the Class B common stock assigned to the Investors are recognized as offering costs and charged to shareholders’ deficit. The value of the Class B common stock contributed by the Sponsors is reported as an increase to shareholders’ deficit.

Note 3 — Related Party Transactions

Founder Shares

On March 1, 2021, the Sponsor paid $25,000 in exchange for 7,187,500 shares of Class B common stock (the “Founder Shares”). On March 25, 2021, the Sponsor transferred an aggregate of 75,000 Founder Shares to three members of the board of directors (each received 25,000 Founder Shares). The number of Founder Shares outstanding was determined based on the expectation that the total size of the Initial Public Offering would be a maximum of 28,750,000 Units if the underwriters’ over-allotment option is exercised in full, and therefore that such Founder Shares would represent 20% of the outstanding shares after the Initial Public Offering.

On November 4, 2021, the Company’s board of directors approved the issuance of 1,437,500 additional shares of Class B common stock in the form of a stock dividend, resulting in an aggregate of 8,625,000 Class B common shares outstanding. At November 8, 2021, the total number of Class B common shares outstanding have been adjusted to reflect the issuance of the additional shares. The number of Founder Shares outstanding was adjusted based on the Initial Public Offering of 34,500,000 Units such that the Founder Shares would represent 20% of the outstanding shares after the Initial Public Offering. The issuance of 1,437,500 additional shares of Class B common stock in the form of a stock dividend has been retroactively reflected for all prior periods presented.

The Company’s initial stockholders, officers and directors have agreed not to transfer, assign or sell any Founder Shares held by them until the earlier to occur of: (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination, (x) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property or (y) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination. Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares (the “Lock-up”).

Promissory Note — Related Party

On May 3, 2022, the Sponsor agreed to loan the Company up to $350,000 to be used to pay operating expenses. This loan is non-interest bearing, unsecured, is not convertible into warrants or any other securities, and due at the closing of a business combination. The Company had not borrowed any amount under the promissory note.

F-19

CONCORD ACQUISITION CORP III
NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023
(UNAUDITED)

There was no balance outstanding as of both September 30, 2023 and December 31, 2022.

Sponsor Loans

The Company executed promissory notes with the Sponsors, evidencing loans to the Company in the aggregate amount of $6,900,000. The Sponsor Loans were extended in order to ensure that the amount in the Trust Account is $10.20 per public share upon completion of the IPO with the proceeds of the Sponsor Loans being added to the Trust Account. The Sponsor Loans are non-interest bearing with the principal balance to be repaid or converted into warrants at a conversion price of $1.00 per warrant, at the Sponsors’ discretion. All accrued and unpaid principal of the Sponsor Loans that is not converted into warrants shall continue to remain outstanding and to be subject to the terms and conditions of the Sponsor Loans and will become payable on the date the initial Business Combination is completed. If converted, the Sponsor Loan Warrants would be identical to the Private Placement Warrants. If the Company does not complete an initial Business Combination, the Company will not repay the Sponsor Loans from amounts held in the Trust Account, and its proceeds will be distributed to the Company’s public stockholders. See Note 6 for additional information.

Related Party Loans

In order to finance transaction costs in connection with an intended initial Business Combination, the Sponsors, an affiliate of the Sponsors or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (the “Working Capital Loans”). If the Company completes an initial Business Combination, the Company would repay such loaned amounts out of the proceeds of the Trust Account released to the Company. Otherwise, such loans would be repaid only out of funds held outside the Trust Account. In the event that the initial Business Combination does not close, the Company may use a portion of the working capital held outside the Trust Account to repay such loaned amounts but no proceeds from the Trust Account would be used to repay such loaned amounts. Up to $1,500,000 of such loans may be convertible into Private Placement Warrants of the post Business Combination entity, at a price of $1.00 per warrant at the option of the lender. The warrants would be identical to the Private Placement Warrants issued to the Sponsors. As of September 30, 2023 and December 31, 2022, no such Working Capital Loans were outstanding.

Administrative Service Fee

The Company has agreed to pay an affiliate of its Sponsor a total of $20,000 per month for office space, utilities and secretarial and administrative support. Upon completion of the Company’s Business Combination or its liquidation, the Company will cease paying these monthly fees. The Company has recognized an expense of $60,000 and $180,000 for the administrative service fee for each of the three and nine months ended September 30, 2023 and 2022, respectively, and is included in operating costs on the condensed statements of operations. As of September 30, 2023 and December 31, 2022, the Company had $40,000 and $0, respectively, due to the affiliate of the Sponsor related to the administrative service fee.

Due to Related Party

In the normal course of business, certain expenses of the Company may be paid by, and then reimbursed to an affiliate of the Sponsor. As of September 30, 2023 and December 31, 2022, the Company had an outstanding balance due to the affiliate of the Sponsor of $44,174 and $10,024, respectively. The amount is included in due to related party on the condensed balance sheets and includes but is not limited to legal expense, expense related to identifying a target business, and other expenses.

F-20

CONCORD ACQUISITION CORP III
NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023
(UNAUDITED)

Note 4 — Commitments and Contingencies

Registration Rights

The holders of the Founder Shares, Private Placement Warrants and warrants that may be issued upon conversion of Sponsor Loans or Working Capital Loans (and any shares of common stock issuable upon the exercise of the Private Placement Warrants or warrants issued upon conversion of the Sponsor Loans or Working Capital Loans and upon conversion of the Founder Shares) will be entitled to registration rights pursuant to a registration rights agreement entered into on November 3, 2021, requiring the Company to register such securities for resale (in the case of the Founder Shares, only after conversion to shares of Class A common stock). The holders of these securities will be entitled to make up to three demands, excluding short form registration demands, that the Company registers such securities. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the Company’s completion of the initial Business Combination and rights to require the Company to register for resale such securities pursuant to Rule 415 under the Securities Act. The Company will bear the expenses incurred in connection with the filing of any such registration statements. The registration rights agreement does not contain liquidating damages or other cash settlement provisions resulting from delays in registering the Company’s securities.

Underwriters Agreement

The Company will pay the underwriters a deferred underwriting fee upon the consummation of an initial Business Combination in an amount equal to 3.5% of the gross proceeds of the IPO, or $12,075,000.

Capital Markets Advisor Agreement

On March 29, 2023, the Company engaged a capital markets advisor in connection with seeking an extension for completing a business combination, a possible acquisition of a third party by merger, consolidation, acquisition of stock or assets or other business combination, and as a placement agent in connection with a private placement of debt, equity, equity-linked or convertible securities. The Company agreed to pay the capital markets advisor a transaction fee in connection with the services provided, payable upon and subject to the Company’s consummation of an initial business combination (“Capital Markets Advisor Fee”). The fee consists of a fixed and determinable portion and a variable portion contingent upon certain future events expected to take place upon completion of a business combination. As of September 30, 2023, $2,500,000 was accrued for the fee as the amount was fixed and determinable. These costs may be paid for using the proceeds of the cash available once a business combination is complete.

Expenses Contingent on the Closing of a Business Combination

As of September 30, 2023 and 2022, the Company has incurred approximately $2,725,000 and $0, respectively, in fees contingent on the closing of a business combination, of which $2,500,000 and $0, respectively, is related to the Capital Markets Advisor Fee. These costs may be paid using the proceeds of the cash available once a business combination is complete. The amount is included in accounts payable and accrued expenses on the condensed balance sheets.

Excise Tax

In connection with the Special Meeting, stockholders holding 30,460,066 of the Company’s Public Stock exercised their right to redeem such shares for a pro rata portion of the funds in the Trust Account for an aggregate amount of $317,387,323. As such, the Company has recorded a 1% excise tax liability of $3,173,873 on the condensed balance sheet as of September 30, 2023. Any excise tax liability payable will not be paid out of the funds in the Trust Account.

F-21

CONCORD ACQUISITION CORP III
NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023
(UNAUDITED)

Note 5 — Stockholders’ Deficit

Preferred Stock

The Company is authorized to issue a total of 1,000,000 shares of preferred stock with a par value of $0.0001 per share. At September 30, 2023 and December 31, 2022, there were no shares of preferred shares issued or outstanding.

Class A Common Stock

The Company is authorized to issue a total of 200,000,000 shares of Class A common stock with a par value of $0.0001 per share. Holders of Class A common stock are entitled to one vote for each share. As of September 30, 2023 and December 31, 2022, there were no shares of Class A common stock issued and outstanding, excluding 4,039,934 and 34,500,000 shares of Class A common stock subject to possible redemption, respectively, which are classified as temporary equity.

Class B Common Stock

The Company is authorized to issue a total of 20,000,000 shares of Class B common stock with a par value of $0.0001 per share. Holders of the Class B common stock are entitled to one vote for each share. As of September 30, 2023 and December 31, 2022, there were 8,625,000 shares of Class B common stock issued and outstanding.

The Company’s initial stockholders have agreed not to transfer, assign or sell any of their Founder Shares until the earlier to occur of: (1) one year after the completion of the initial Business Combination; and (2) subsequent to the initial Business Combination, (x) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the public stockholders having the right to exchange their shares of common stock for cash, securities or other property or (y) if the last reported sale price of the Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 150 days after the initial Business Combination. Any permitted transferees would be subject to the same restrictions and other agreements of the initial stockholders with respect to any Founder Shares.

The shares of Class B common stock will automatically convert into shares of Class A common stock at the time of the initial Business Combination on a one-for-one basis, subject to adjustment. In the case that additional shares of Class A common stock, or equity-linked securities, are issued or deemed issued in excess of the amounts offered in the Initial Public Offering and related to the closing of the initial Business Combination, the ratio at which shares of Class B common stock shall convert into shares of Class A common stock will be adjusted (unless the holders of a majority of the outstanding shares of Class B common stock agree to waive such anti-dilution adjustment with respect to any such issuance or deemed issuance) so that the number of shares of Class A common stock issuable upon conversion of all shares of Class B common stock will equal, in the aggregate, on an as-converted basis, 20% of the sum of the total number of all shares of common stock outstanding upon the completion of the Initial Public Offering (not including the Class A common stock issuable upon exercise of the Private Placement Warrants or any Sponsor Loan Warrants) plus all shares of Class A common stock and equity-linked securities issued or deemed issued in connection with the initial Business Combination (net of the number of shares of Class A common stock redeemed in connection with the initial Business Combination), excluding any shares or equity-linked securities issued, or to be issued, to any seller in the initial Business Combination. In no event shall the Class B Common Stock convert into Class A Common Stock at a ratio that is less than one-for-one.

F-22

CONCORD ACQUISITION CORP III
NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023
(UNAUDITED)

Warrants

Each whole warrant entitles the holder to purchase one share of the Company’s Class A common stock at a price of $11.50 per share, subject to adjustment.

The warrants will expire at 5:00 p.m., New York City time on the warrant expiration date, which is five years after the completion of the initial Business Combination or earlier upon redemption or liquidation. On the exercise of any warrant, the warrant exercise price will be paid directly to the Company and not placed in the Trust Account.

The Company will not be obligated to deliver any shares of Class A common stock pursuant to the exercise of a warrant and will have no obligation to settle such warrant exercise unless a registration statement under the Securities Act covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants is then effective and a current prospectus relating to those shares of Class A common stock is available, subject to the satisfying the Company’s obligations described below with respect to registration. No warrant will be exercisable for cash or on a cashless basis, and the Company will not be obligated to issue any shares to holders seeking to exercise their warrants, unless the issuance of the shares upon such exercise is registered or qualified under the securities laws of the state of the exercising holder, or an exemption from registration is available. In the event that the conditions in the two immediately preceding sentences are not satisfied with respect to a warrant, the holder of such warrant will not be entitled to exercise such warrant and such warrant may have no value and expire worthless. In no event will the Company be required to net cash settle any warrant. In the event that a registration statement is not effective for the exercised warrants, the purchaser of a unit containing such warrant will have paid the full purchase price for the unit solely for the share of Class A common stock underlying such Unit.

The Company did not register the shares of Class A common stock issuable upon exercise of the warrants in connection with the IPO. However, the Company has agreed that as soon as practicable, but in no event later than 20 business days after the closing of the initial Business Combination, the Company will use its commercially reasonable efforts to file with the SEC, and within 60 business days following the initial Business Combination to have declared effective, a registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and to maintain a current prospectus relating to those shares of Class A common stock until the warrants expire or are redeemed; provided that, if the Class A common stock is at the time of any exercise of a warrant not listed on a national securities exchange such that it satisfies the definition of a “covered security” under Section 18(b)(1) of the Securities Act, the Company may, at its option, require holders of public warrants who exercise their warrants to do so on a “cashless basis” in accordance with Section 3(a)(9) of the Securities Act and, in the event the Company so elects, the Company will not be required to file or maintain in effect a registration statement, but the Company will use its commercially reasonable efforts to register or qualify the shares under applicable blue sky laws to the extent an exemption is not available.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $18.00.

Once the warrants become exercisable, the Company may redeem the outstanding public warrants:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and

•

if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like)

F-23

CONCORD ACQUISITION CORP III
NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023
(UNAUDITED)

for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

Redemption of warrants when the price per share of Class A common stock equals or exceeds $10.00.

Once the warrants become exercisable, the Company may redeem the outstanding public warrants:

•

in whole and not in part;

•

at a price of $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock based on the redemption date and the “fair market value” of the Class A common stock (as defined below) except as otherwise described below;

•

upon a minimum of 30 days’ prior written notice of redemption

•

if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and

•

if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.

The “fair market value” of the Class A common stock shall mean the average last reported sale price of the Class A common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of redemption is sent to the holders of warrants. This redemption feature differs from the typical warrant redemption features used in many other blank check offerings. In no event will the warrants be exercisable in connection with this redemption feature for more than 0.361 Class A common stock per warrant (subject to adjustment).

Note 6 — Fair Value Measurement

The following table presents fair value information as of September 30, 2023 and December 31, 2022, for the Company’s assets and liabilities that are accounted for at fair value on a recurring basis and indicates the fair value hierarchy of the valuation techniques the Company utilized to determine such fair value.

Assets:	Level		September 30, 2023			December 31, 2022
Marketable securities and cash held in Trust Account	​	1	​	$	43,181,282	​	$	356,190,233

Liabilities:	Level		September 30, 2023			December 31, 2022
Warrant Liability – Public Warrants	​	2	​	$	1,035,000	​	$	1,173,000
Warrant Liability – Private Placement Warrants	​	3	​	$	564,000	​	$	639,200
Sponsor Loans	​	3	​	$	1,664,000	​	$	1,000,000

As of September 30, 2023 and December 31, 2022, investments held in Trust Account consisted of mutual funds and generally have a readily determinable fair value.

As of September 30, 2023 and December 31, 2022, the Company’s warrant liability for the Public Warrants is based on unadjusted quoted prices and were classified as Level 2 as there was insufficient activity for the Company’s Public Warrants to be classified as Level 1.

The fair value of the Company’s Private Placement Warrants for all periods presented is based on a Black-Scholes-Merton model utilizing management judgment and pricing inputs from observable and unobservable markets with less volume and transaction frequency than active markets.

F-24

CONCORD ACQUISITION CORP III
NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023
(UNAUDITED)

The Company valued the Sponsor Loans using the bond plus call approach, where the fair value of the Notes was calculated as the sum of (i) the fair value of the contractual cash flows of the Sponsor Loans absent the Conversion Option and (ii) the fair value of the Conversion Option which is determined using a risk-neutral framework based on the daily binomial lattice analysis. The inputs used to measure fair value of the Private Placement Warrants and the Sponsor Loans are classified within Level 3 of the fair value hierarchy. Significant deviations from these estimates and inputs could result in a material change in fair value.

The following table sets forth the fair value and unpaid principal balance as of September 30, 2023 and 2022 for the Sponsor Loans.

Fair Value Option

Liabilities:	Fair Value			Unpaid Principal Balance
September 30, 2023	​	$	1,664,000	​	$	6,900,000
December 31, 2022	​	$	1,000,000	​	$	6,900,000

The key inputs into the valuation model for the Sponsor Loans were as follows:

Input	September 30, 2023	December 31, 2022
Common stock price	$10.78	$10.19
Risk-free interest rate (Bond)	5.46%	4.51%
Risk-free forward interest rate (Conversion Option)	4.47%	3.91%
Expected term in years	0.41 years	0.36 years
Expected volatility	0.00%	0.00%
Credit spread	3.41%	5.33%

The key inputs into the model for the Private Placement Warrants were as follows:

Input	September 30, 2023	December 31, 2022
Common stock price	$10.78	$10.19
Risk-free interest rate	4.55%	3.95%
Expected term in years	5.41 years	5.36 years
Expected volatility	0.00%	0.00%
Exercise price	$11.50	$11.50
Warrant fair value	$0.06	$0.07

To the extent that the valuation is based on models or inputs that are less observable or unobservable in the market, the determination of fair value requires more judgment. Because of the inherent uncertainty of valuation, those estimated values may be materially higher or lower than the values that would have been used had a ready market for the investments existed. Accordingly, the degree of judgment exercised by the Company in determining fair value is greatest for investments categorized in Level 3.

F-25

CONCORD ACQUISITION CORP III
NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023
(UNAUDITED)

The following table provides a reconciliation of changes in fair value of the beginning and ending balances for our financial instruments classified as Level 3:

​	Private Placement Warrants			Sponsor Loans
Fair value as of January 1, 2023	​	$	639,200	​	$	1,000,000
Change in valuation inputs or other assumptions	​	​	394,800	​	​	(347,000)
Fair value as of March 31, 2023	​	​	1,034,000	​	​	653,000
Change in valuation inputs or other assumptions	​	​	(846,000)	​	​	1,020,000
Fair value as of June 30, 2023	​	​	188,000	​	​	1,673,000
Change in valuation inputs or other assumptions	​	​	376,000	​	​	(9,000)
Fair value as of September 30, 2023	​	$	564,000	​	$	1,664,000

Note 7 — Subsequent Events

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed financial statements were originally issued on November 13, 2023, in connection with the filing of Form 10-Q for the quarterly period ended September 30, 2023. Based upon this review, other than stated below, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed financial statements.

On November 2, 2023, the Company entered into the Business Combination Agreement with GCT and Merger Sub. Pursuant to the Business Combination Agreement, the parties will consummate a business combination transaction pursuant to which Merger Sub will merge with and into GCT, with GCT surviving the merger as a wholly-owned subsidiary of the Company. See “Note 1 — Organization, Business Operations and Liquidity — Proposed Business Combination.”

In November 2023, the Company and the Sponsor entered into Non-Redemption Agreements with a number of the Company’s stockholders in exchange for them agreeing not to redeem shares of the Company’s Class A common stock sold in the IPO in connection with the special meeting of stockholders called by the Company and held on November 7, 2023. In exchange for the foregoing commitments not to redeem such shares, the Company has agreed to allocate to such investors an aggregate of 782,001 Promote Shares and the Sponsor has agreed to surrender and forfeit to the Company for no consideration a number of shares of Class B common stock equal to the number of Promote Shares upon closing of an initial business combination.

On November 7, 2023, the Company’s stockholders approved at the special meeting of stockholders a proposal to amend the Company’s charter to further extend the date by which the Company has to consummate a Business Combination from the Extended Date to the Current Extended Date. In connection with the votes to approve such a proposal, the holders of an additional 98,573 shares of Class A common stock of the Company properly exercised their right to redeem their shares for cash at a redemption price of approximately $10.70 per share, for an aggregate redemption amount of approximately $1.1 million, leaving approximately $42.2 million in the Trust Account and 3,941,361 shares of Class A common stock subject to possible redemption outstanding immediately following these redemptions.

Note 8 — Subsequent Events (Subsequent to the Filing of Form 10-Q for the Quarterly Period Ended September 30, 2023)

Subsequent to the filing of Form 10-Q for the quarterly period ended September 30, 2023, the Company evaluated subsequent events and transactions that occurred after the date that the unaudited

F-26

CONCORD ACQUISITION CORP III
NOTES TO CONDENSED FINANCIAL STATEMENTS

SEPTEMBER 30, 2023
(UNAUDITED)

condensed financial statements were issued. Based upon this review, the Company identified the following events:

In November 2023, the Company and the Sponsor entered into non-redemption agreements with certain holders of the Company Class A Common Stock in exchange for them agreeing not to redeem their shares of the Company Class A Common Stock in connection with the Second Extension. In connection with the Second Extension, the Sponsor and the holders of the Company Class B Common Stock converted an aggregate of 8,624,999 shares of the Company Class B Common Stock to shares of the Company Class A Common Stock in accordance with the Existing Certificate of Incorporation (the “Class B Conversion”). Following the Class B Conversion, there was one share of the Company Class B Common Stock outstanding, which is held by the Sponsor.

As discussed in Note 4, Citigroup Global Markets Inc. (“Citi”) and Cowen and Company, LLC served as representatives in the Company’s IPO. In connection with such role, Citi was entitled to payment of a deferred underwriting fee upon consummation of an initial business combination by the Company. On December 8, 2023, Citi notified the Company that it waived its entitlement to the payment of $6,991,425 of deferred compensation in connection with its role as underwriter in the Company’s IPO.

F-27

CONCORD ACQUISITION CORP III

INDEX TO FINANCIAL STATEMENTS
December 31, 2022

​	Page
Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688)	​	F-29
Balance Sheets	​	F-30
Statements of Operations	​	F-31
Statements of Changes in Stockholders’ Deficit	​	F-32
Statements of Cash Flows	​	F-33
Notes to Financial Statements	​	F-34

F-28

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Stockholders and Board of Directors of
Concord Acquisition Corp III

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Concord Acquisition Corp III (the “Company”) as of December 31, 2022 and 2021, the related statements of operations, changes in stockholders’ deficit and cash flows for the year ended December 31, 2022 and for the period from February 18, 2021 (inception) through December 31, 2021, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for the year ended December 31, 2022 and for the period from February 18, 2021 (inception) through December 31, 2021, in conformity with accounting principles generally accepted in the United States of America.

Explanatory Paragraph — Going Concern

The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As more fully described in Note 1, the Company has incurred significant operating losses and needs to raise additional funds to meet its obligations and sustain its operations. Additionally, the Company has until May 8, 2023 (or until August 8, 2023 or November 8, 2023, as applicable, if the period of time to consummate a business combination is extended), to consummate a business combination. If a business combination is not consummated by May 8, 2023, (or until August 8, 2023 or November 8, 2023, as applicable, if the period of time to consummate a business combination is extended), there will be a mandatory liquidation and subsequent dissolution of the Company. These conditions raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also described in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

/s/ Marcum LLP

Marcum LLP

We have served as the Company’s auditor since 2021.

Philadelphia, Pennsylvania
February 27, 2023

F-29

Concord Acquisition Corp III

Balance Sheets
December 31, 2022 and 2021

​	December 31, 2022			December 31, 2021
Assets	​	​	​	​	​	​
Current Assets:	​	​	​	​	​	​
Cash	​	$	521,149	​	$	1,214,555
Prepaid expenses	​	​	331,453	​	​	396,482
Total Current Assets	​	​	852,602	​	​	1,611,037
Long-term prepaid expenses	​	​	—	​	​	323,985
Marketable securities and cash held in Trust Account	​	​	356,190,233	​	​	351,921,694
Total Assets	​	$	357,042,835	​	$	353,856,716
Liabilities and Stockholders’ Deficit	​	​	​	​	​	​
Current Liabilities:	​	​	​	​	​	​
Due to related party	​	​	10,024	​	​	2,727
Accrued income taxes	​	​	485,207	​	​	—
Accounts payable and accrued expenses	​	​	79,569	​	​	309,438
Total Current Liabilities	​	​	574,800	​	​	312,165
Warrant liability	​	​	1,812,200	​	​	18,655,000
Sponsor loans, at fair value	​	​	1,000,000	​	​	5,490,000
Deferred underwriters’ discount	​	​	12,075,000	​	​	12,075,000
Total Liabilities	​	​	15,462,000	​	​	36,532,165
Commitments and Contingencies	​	​	​	​	​	​
Common stock subject to possible redemption, 34,500,000 shares at redemption value of $10.31 and $10.20 at December 31, 2022 and 2021, respectively	​	​	355,643,935	​	​	351,900,000
Stockholders’ Deficit:	​	​	​	​	​	​
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding	​	​	—	​	​	—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 0 shares issued and outstanding, excluding 34,500,000 shares subject to possible redemption	​	​	—	​	​	—
Class B Common stock, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding	​	​	863	​	​	863
Additional paid-in capital	​	​	—	​	​	—
Accumulated deficit	​	​	(14,063,963)	​	​	(34,576,312)
Total Stockholders’ Deficit	​	​	(14,063,100)	​	​	(34,575,449)
Total Liabilities and Stockholders’ Deficit	​	$	357,042,835	​	$	353,856,716

The accompanying notes are an integral part of these financial statements.

F-30

Concord Acquisition Corp III

Statements of Operations

​	Year ended December 31, 2022			For the period from February18, 2021 (inception) through December 31, 2021
Formation and operating costs	​	$	1,172,506	​	$	361,567
Loss From Operations	​	​	(1,172,506)	​	​	(361,567)
Other Income (Expense):	​	​	​	​	​	​
Income from investments held in Trust Account	​	​	5,091,197	​	​	21,694
Change in fair value of warrant liability and sponsor loans	​	​	21,332,800	​	​	11,431,645
Offering costs attributable to warrant liability	​	​	—	​	​	(1,035,747)
Fair value of Private Placement Warrants in excess of purchase price	​	​	—	​	​	(886,420)
Total Other Income, Net	​	​	26,423,997	​	​	9,531,172
Income before provision for income taxes	​	​	25,251,491	​	​	9,169,605
Provision for income taxes	​	​	995,207	​	​	—
Net Income	​	$	24,256,284	​	$	9,169,605
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption	​	​	34,500,000	​	​	5,876,972
Basic net income per share, Class A common stock subject to possible redemption	​	$	0.56	​	$	0.69
Diluted net income per share, Class A common stock subject to possible redemption	​	$	0.56	​	$	0.68
Basic weighted average shares outstanding, Class B common stock	​	​	8,625,000	​	​	7,459,967
Diluted weighted average shares outstanding, Class B common stock	​	​	8,625,000	​	​	7,619,690
Basic net income per share, Class B common stock	​	$	0.56	​	$	0.69
Diluted net income per share, Class B common stock	​	$	0.56	​	$	0.68

The accompanying notes are an integral part of these financial statements.

F-31

Concord Acquisition Corp III

Statements of Changes in Stockholders’ Deficit
For the year ended December 31, 2022 and
For the Period from February 18, 2021 (inception) through December 31, 2021

​	Preferred Stock					Class A Common Stock					Class B Common Stock					Additional Paid- In Capital			Accumulated Deficit			Stockholders’ Deficit
​	Shares		Amount			Shares		Amount			Shares		Amount
Balance as of January 1, 2022	​	—	​	$	—	​	—	​	$	—	​	8,625,000	​	$	863	​	$	—	​	$	(34,576,312)	​	$	(34,575,449)
Increase in redemption value of shares subject to possible redemption	​	—	​	​	—	​	—	​	​	—	​	—	​	​	—	​	​	—	​	​	(3,743,935)	​	$	(3,743,935)
Net income	​	—	​	​	—	​	—	​	​	—	​	—	​	​	—	​	​	—	​	​	24,256,284	​	​	24,256,284
Balance as of December 31, 2022	​	—	​	$	—	​	—	​	$	—	​	8,625,000	​	$	863	​	$	—	​	$	(14,063,963)	​	$	(14,063,100)

​	Preferred Stock					Class A Common Stock					Class B Common Stock					Additional Paid- In Capital			Accumulated Deficit			Stockholders’ Deficit
​	Shares		Amount			Shares		Amount			Shares		Amount
Balance – February 18, 2021 (inception)	​	—	​	$	—	​	—	​	$	—	​	—	​	$	—	​	$	—	​	$	—	​	$	—
Issuance of Class B common stock to Sponsor	​	—	​	​	—	​	—	​	​	—	​	8,625,000	​	​	863	​	​	24,137	​	​	​	​	​	25,000
Remeasurement of shares subject to redemption	​	—	​	​	—	​	—	​	​	—	​	—	​	​	—	​	​	(24,137)	​	​	(43,745,917)	​	​	(43,770,054)
Net income	​	—	​	​	—	​	—	​	​	—	​	—	​	​	—	​	​	—	​	​	9,169,605	​	​	9,169,605
Balance as of December 31, 2021	​	—	​	$	—	​	—	​	$	—	​	8,625,000	​	$	863	​	$	—	​	$	(34,576,312)	​	$	(34,575,449)

The accompanying notes are an integral part of these financial statements.

F-32

Concord Acquisition Corp III

Statements of Cash Flows

​	For the Year ended December 31, 2022			For the period from February 18, 2021 (inception) through December 31, 2021
Cash Flows From Operating Activities:	​	​	​	​	​	​
Net income	​	$	24,256,284	​	$	9,169,605
Adjustments to reconcile net income to net cash used in operating activities:	​	​	​	​	​	​
Income from investments held in Trust Account	​	​	(5,091,197)	​	​	(21,694)
Changes in fair value of warrant liability and sponsor loans	​	​	(21,332,800)	​	​	(11,431,645)
Fair value of Private Placement Warrants in excess of purchase price	​	​	—	​	​	886,420
Offering costs attributable to warrant liability	​	​	—	​	​	1,035,747
Changes in operating assets and liabilities:	​	​	​	​	​	​
Prepaid expenses	​	​	389,014	​	​	(720,467)
Due to related party	​	​	7,297	​	​	2,727
Accrued income taxes	​	​	485,207	​	​	—
Accounts payable and accrued offering costs	​	​	(229,869)	​	​	224,438
Net Cash Used In Operating Activities	​	​	(1,516,064)	​	​	(854,869)
Cash Flows From Investing Activities:	​	​	​	​	​	​
Amounts withdrawn from Trust Account to pay taxes	​	​	822,658	​	​	—
Investment of cash in Trust Account	​	​	—	​	​	(351,900,000)
Net Cash Provided (Used) In Operating Activities	​	​	822,658	​	​	(351,900,000)
Cash Flows From Financing Activities:	​	​	​	​	​	​
Proceeds from sale of Units, net of underwriters’ discount	​	​	—	​	​	338,100,000
Proceeds from issuance of private placement warrants	​	​	—	​	​	9,400,000
Proceeds from issuance of sponsor loans	​	​	—	​	​	6,900,000
Proceeds from sale of common stock to initial shareholders	​	​	—	​	​	25,000
Proceeds from issuance of promissory note to related party	​	​	—	​	​	175,000
Payment of offering costs	​	​	—	​	​	(455,576)
Repayment of promissory note to related party	​	​	—	​	​	(175,000)
Net Cash Provided By Financing Activities	​	​	—	​	​	353,969,424
Net change in cash	​	​	(693,406)	​	​	1,214,555
Cash, beginning of the period	​	​	1,214,555	​	​	—
Cash, end of the period	​	$	521,149	​	$	1,214,555
Supplemental disclosure of cash flow information:	​	​	​	​	​	​
Non-cash financing transactions:	​	​	​	​	​	​
Increase in redemption value of shares subject to possible redemption	​	$	3,743,935	​	$	—
Initial classification of warrant liability	​	$	—	​	$	28,676,645
Deferred underwriting fee payable	​	$	—	​	$	12,075,000
Offering costs included in accounts payable and accrued offering expenses	​	$	—	​	$	85,000
Other supplemental cash flow information:	​	​	​	​	​	​
Federal income tax paid	​	$	510,000	​	$	—

The accompanying notes are an integral part of these financial statements.

F-33

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

DECEMBER 31, 2022

Note 1 — Organization, Business Operations and Liquidity

Organization and General

Concord Acquisition Corp III (the “Company”) is a blank check company incorporated on February 18, 2021, as a Delaware corporation 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 (the “Business Combination”).

As of December 31, 2022, the Company had not commenced any operations. All activity for the period from February 18, 2021 (inception) through December 31, 2022, relates to the Company’s formation, the Initial Public Offering (as defined below) and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of its initial Business Combination, at the earliest. The Company will generate non-operating income in the form of investment income on cash and cash equivalents from the proceeds derived from the Initial Public Offering, and non-operating income or expense from the changes in the fair value of warrant liability and sponsor loans.

The Company’s sponsors are Concord Sponsor Group III LLC (the “Sponsor”) (an affiliate of Atlas Merchant Capital LLC), and CA2 Co-Investment LLC (an affiliate of one of the underwriters of the Initial Public Offering) (“CA2 Co-Investment” and, together with the Sponsor, the “Sponsors”).

The registration statements for the Initial Public Offering were declared effective by the U.S. Securities and Exchange Commission (the “SEC”) on November 3, 2021 (the “Effective Date”). On November 8, 2021, the Company completed its initial public offering (the “Initial Public Offering” or “IPO”) of 34,500,000 units (“Units”), including the issuance of 4,500,000 Units as a result of the underwriters’ exercise in full of their over-allotment option at an offering price of $10.00 per Unit, generating gross proceeds of $345,000,000, which is described in Note 3.

Simultaneously with the closing of the IPO, the Company consummated the private placement of 8,260,606 warrants to the Sponsor and 1,139,394 warrants to CA2 Co-Investment (together, the “Private Placement Warrants”), each at a price of $1.00 per Private Placement Warrants, generating total proceeds of $9,400,000, which is described in Note 4.

The Company also executed promissory notes with the Sponsors, evidencing loans to the Company in the aggregate amount of $6,900,000 (the “Sponsors Loans”). The Sponsor Loans shall be repaid or converted into warrants (the “Sponsor Loan Warrants”) at a conversion price of $1.00 per warrant, at the Sponsors’ discretion. The Sponsor Loan Warrants will be identical to the Private Placement Warrants, which are described in Note 7.

Offering costs amounted to $18,479,829, consisting of $6,900,000 of underwriting discount, $12,075,000 of deferred underwriting discount, and $540,576 of other offering costs offset by $1,035,747 of offering costs attributable to the warrant liability are recorded in accumulated deficit. In addition, $2,089,239 of cash was held outside of the Trust Account (as defined below) on November 8, 2021 and was available for working capital purposes.

The Company’s Business Combination must be with one or more target businesses that together have a fair market value equal to at least 80% of the net balance in the Trust Account (as defined below) (excluding the amount of deferred underwriting discounts held and taxes payable on the income earned on the Trust Account) at the time of the signing an agreement to enter into a Business Combination. However, the Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the outstanding voting securities of the target or otherwise acquires a controlling interest in the target sufficient for it not to be required to register as an investment company under the

F-34

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

Upon the closing of the Initial Public Offering, a total of $351,900,000 ($10.20 per Unit) of the net proceeds from the IPO, the Private Placement and the Sponsor Loans was deposited in a trust account (“Trust Account”) and was invested only in U.S. government treasury bills with a maturity of 185 days or less or in money market funds investing solely in U.S. Treasuries and meeting certain conditions under Rule 2a-7 under the Investment Company Act. Except with respect to interest earned on the funds held in the Trust Account that may be released to the Company as described below, the funds held in the Trust Account will not be released from the Trust Account until the earliest of: (1) the completion of the initial Business Combination; (2) the redemption of any public shares properly submitted in connection with a stockholder vote to amend the Company’s amended and restated certificate of incorporation (i) to modify the substance or timing of the Company’s obligation to provide for the redemption of the public shares in connection with the initial Business Combination or to redeem 100% of the public shares if the Company does not complete the initial Business Combination within 18 months (or up to 24 months if the Company extends the period of time to consummate a Business Combination in accordance with the terms of its amended and restated certificate of incorporation) from the closing of the Initial Public Offering or (ii) with respect to any other provisions relating to stockholders’ rights or pre-initial Business Combination activity; and (3) the redemption of all of the public shares if the Company has not completed the initial Business Combination within 18 months (or up to 24 months, as applicable) from the closing of the Initial Public Offering, subject to applicable law. The proceeds deposited in the Trust Account could become subject to the claims of the Company’s creditors, if any, which could have priority over the claims of the public stockholders.

The Company will provide its public stockholders with the opportunity to redeem all or a portion of their public shares upon the completion of the initial Business Combination either: (1) in connection with a stockholder meeting called to approve the Business Combination; or (2) by means of a tender offer. Except as required by applicable law or stock exchange rules, the decision as to whether the Company will seek stockholder approval of a proposed Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The public stockholders will be entitled to redeem all or a portion of their public shares upon the completion of the initial Business Combination at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the initial Business Combination, including interest (which interest shall be net of taxes payable), divided by the number of then outstanding public shares, subject to the limitations. As of December 31, 2022, the amount in the Trust Account is approximately $10.31 per public share.

All of the public shares contain a redemption feature which allows for the redemption of such public shares in connection with the Company’s liquidation, if there is a shareholder vote or tender offer in connection with the initial Business Combination and in connection with certain amendments to the Company’s amended and restated certificate of incorporation.

In accordance with guidance on redeemable equity instruments, which has been codified in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480-10-S99, redemption provisions not solely within the control of a company require common stock subject to redemption to be classified outside of permanent equity. The public shares are subject to FASB ASC 480-10-S99. If it is probable that the equity instrument will become redeemable, the Company has the option to either (i) accrete changes in the redemption value over the period from the date of issuance (or from the date that it becomes probable that the instrument will become redeemable, if later) to the earliest redemption date of the instrument or (ii) recognize changes in the redemption value immediately as they occur and adjust the carrying amount of the instrument to equal the redemption value at the end of each reporting period. The Company has elected to recognize this change immediately.

The shares of common stock subject to redemption were recorded at redemption value and classified as temporary equity upon the completion of the Initial Public Offering, in accordance with FASB ASC

F-35

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

Topic 480, “Distinguishing Liabilities from Equity.” In such case, the Company will proceed with a Business Combination if the Company has net tangible assets of at least $5,000,001 upon such consummation of a Business Combination and, if the Company seeks stockholder approval, a majority of the issued and outstanding shares voted are voted in favor of the Business Combination.

Initial Business Combination

The Company has 18 months (or up to 24 months if the Company extends the period of time to consummate a Business Combination in accordance with the terms of its amended and restated certificate of incorporation) from the closing of the Initial Public Offering (the “Combination Period”) to complete the initial Business Combination. If the Company is unable to complete the initial Business Combination within the Combination Period or during any Extension Period (as defined below), the Company will: (1) cease all operations except for the purpose of winding up; (2) as promptly as reasonably possible but not more than ten business days thereafter, redeem 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 earned on the funds held in the Trust Account (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 public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), (3) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining stockholders and the board of directors, dissolve and liquidate, subject in each case to the Company’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to their warrants, which will expire worthless if the Company fails to complete the initial Business Combination within the Combination Period.

The Sponsors, officers and directors have agreed to waive: (1) their redemption rights with respect to any Founder shares (as described in Note 5) and public shares held by them, as applicable, in connection with the completion of the initial Business Combination; (2) their redemption rights with respect to any Founder shares and public shares held by them in connection with a stockholder vote to approve an amendment to the Company’s amended and restated certificate of incorporation (A) to modify the substance or timing of the obligation to allow redemptions in connection with the initial Business Combination or to redeem 100% of the public shares if the Company has not consummated the initial Business Combination within the Combination Period or (B) with respect to any other provision relating to stockholders’ rights or pre-initial Business Combination activity; and (3) their rights to liquidating distributions from the Trust Account with respect to any Founder shares they hold if the Company fails to complete the initial Business Combination within the Combination Period or during any extended time that the Company has to consummate a Business Combination beyond the Combination Period as a result of a stockholder vote to amend the Company’s amended and restated certificate of incorporation (an “Extension Period”) (although they will be entitled to liquidating distributions from the Trust Account with respect to any public shares they hold if the Company fails to complete the initial Business Combination within the Combination Period).

The Sponsor has agreed that it will be liable to the Company if and to the extent any claims by a third party for services rendered or products sold to the Company, or a prospective target business with which the Company has 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 the Company’s indemnity of the underwriters of the Initial Public Offering 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, the Sponsors will not be responsible to the extent of any liability for such third-party claims. The Company has not independently verified whether the Sponsor has sufficient funds to satisfy its indemnity obligations

F-36

CONCORD ACQUISITION CORP III

NOTES TO FINANCIAL STATEMENTS

and believe that the Sponsor’s only assets are securities of the Company and, therefore, the Sponsor may not be able to satisfy those obligations. The Company has not asked the Sponsor to reserve for such obligations.

Liquidity and Going Concern Considerations

As of December 31, 2022, the Company had cash on hand of $521,149 held outside of the Trust Account and available for working capital purposes. Further, investment income on the funds held in the Trust Account may be released to the Company to pay taxes and up to $100,000 to pay dissolution expenses. During the year ended December 31, 2022, the Company withdrew $822,658 from the Trust Account, all of which was used to pay taxes.

If the estimate of the costs of identifying a target business, undertaking in-depth due diligence and negotiating a Business Combination are less than the actual amount necessary to do so, the Company may have insufficient funds available to operate our business prior to a Business Combination. Moreover, the Company may need to obtain additional financing either to complete a Business Combination or because the Company becomes obligated to redeem a significant number of public shares upon consummation of a Business Combination, in which case the Company may issue additional securities or incur debt in connection with such Business Combination. Subject to compliance with applicable securities laws, the Company would only complete such financing simultaneously with the completion of a Business Combination. If the Company is unable to complete a Business Combination because it does not have sufficient funds available, the Company will be forced to cease operations and liquidate the Trust Account. In addition, following a Business Combination, if cash on hand is insufficient, the Company may need to obtain additional financing in order to meet its obligations.

The Company has until May 8, 2023 (or until August 8, 2023, or November 8, 2023, if extended) to consummate a Business Combination. If a Business Combination is not consummated by this date and extension(s) are not obtained, there will be a mandatory liquidation and subsequent dissolution of the Company. Although the Company intends to consummate a Business Combination on or before May 8, 2023, it is uncertain whether the Company will be able to consummate a Business Combination by this time. In connection with the Company’s assessment of going concern considerations in accordance with ASC Subtopic 205-40, “Presentation of Financial Statements — Going Concern”, Management has determined that the mandatory liquidation, should a Business Combination not occur, and an extension is not obtained, and potential subsequent dissolution, as well as the potential for the Company to have insufficient funds available to operate its business prior to a Business Combination, raise substantial doubt about the Company’s ability to continue as a going concern. No adjustments have been made to the carrying amounts of assets or liabilities should the Company be required to liquidate after May 8, 2023 (or until August 8, 2023 or November 8, 2023, as applicable, if we extend the period of time to consummate a business combination).

Risks and Uncertainties