Item 1.01. Entry into a Material Definitive Agreement.
On April 6, 2023, Concord
Acquisition Corp III (the “Company”) and Concord Sponsor Group III LLC (the “Sponsor”), the Company’s sponsor,
entered into one or more agreements (the “Non-Redemption Agreements”) with one or more third parties in exchange
for them agreeing not to redeem shares of the Company’s Class A common stock sold in its initial public offering (the “public
shares”) in connection with the special meeting of stockholders called by the Company and scheduled to be held on May 4, 2023 (the
“Meeting”), at which a proposal to approve an extension of time for the Company to consummate an initial business combination
(the “Extension Proposal”) from May 8, 2023 to November 8, 2023, or such earlier date as may be determined by the Company’s
board of directors (the “Extension”) will be voted upon by the Company’s stockholders. The Non-Redemption Agreements
provide for the allocation to each such investor of 100,000 shares of Class B common stock of the Company (“Founder Shares”)
held by the Sponsor in exchange for such investor and/or investors agreeing to hold and not redeem certain public shares in connection
with the Meeting (the “Investor Shares”).
The Non-Redemption Agreements
shall terminate on the earlier of (i) the failure of the Company’s stockholders to approve the Extension at the Meeting, (ii) the
fulfillment of all obligations of parties to the Non-Redemption Agreements, (iii) the liquidation or dissolution of the
Company, (iv) the mutual written agreement of the parties or (v) if the applicable investor exercises its redemption rights with
respect to any Investor Shares in connection with the Meeting and such Investor Shares are actually redeemed.
The Non-Redemption Agreements
are not expected to increase the likelihood that the Extension Proposal is approved by Company’s stockholders but are expected to
increase the amount of funds that remain in the Company’s trust account following the Meeting. The Company and the Sponsor
may enter into additional, similar non-redemption agreements in connection with the Meeting.
The foregoing summary of the Non-Redemption Agreements
does not purport to be complete and is qualified in its entirety by reference to the form of Non-Redemption Agreement attached
hereto as Exhibit 10.1 and incorporated herein by reference.
Forward-Looking Statements
This Current Report on Form
8-K (the “Report”) includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are
statements that are not historical facts. Such forward-looking statements are subject to risks and uncertainties, which could cause actual
results to differ from the forward-looking statements. These forward-looking statements and factors that may cause such differences include,
without limitation, stockholder approval of the proposals at the Meeting, the Company’s inability to complete an initial business
combination within the required time period, the amount of funds that may be available in the Company’s trust account following
the Extension, if approved, and other risks and uncertainties indicated from time to time in filings with the Securities and Exchange
Commission (“SEC”), including the definitive proxy statement with respect to the Meeting filed by the Company on April 6,
2023 (the “Proxy Statement”) and the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022,
in each case under the heading “Risk Factors,” and other documents the Company has filed, or will file, with the SEC. Readers
are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company expressly
disclaims any obligations or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein
to reflect any change in the Company’s expectations with respect thereto or any change in events, conditions or circumstances on
which any statement is based.
Participants in the Solicitation
The Company and its
directors, executive officers and other members of management, under SEC rules, may be deemed to be participants in the solicitation
of proxies from the stockholders of the Company in favor of the approval of the Extension Proposal. Investors and security holders
may obtain more detailed information regarding the names, affiliations and interests of the Company’s directors and executive
officers in the Proxy Statement, which may be obtained free of charge from the sources indicated below.
No Offer or Solicitation
This Report shall not constitute
a solicitation of a proxy, consent or authorization with respect to any securities. This communication shall also not constitute an offer
to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions
in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities
Act or an exemption therefrom.
Additional Information and Where to Find It
The Company urges investors,
stockholders and other interested persons to read the Proxy Statement as well as other documents filed by the Company with the SEC, because
these documents will contain important information about the Company and the Extension Proposal. Stockholders may obtain copies of the
Proxy Statement, without charge, at the SEC’s website at www.sec.gov or by directing a request to the Company’s
proxy solicitor, Morrow Sodali LLC, at 333 Ludlow Street, 5th Floor, South Tower, Stamford, Connecticut 06902, CND.info@investor.morrowsodali.com.