GCT Semiconductor Holding, Inc DEFA14A, filed Nov 2, 2023
GCT Semiconductor Holding, Inc. (GCTS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): November 2, 2023
Concord Acquisition Corp III
(Exact name of registrant as specified in its charter)
Delaware (State or other jurisdiction |
001-41013 (Commission File Number) |
86-2171699 (I.R.S.
Employer | |||
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477 Madison Avenue New York, NY (Address of principal executive offices) |
10022 (Zip Code) | ||||
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(212) 883-4330
Not Applicable |
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Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
| Units, each consisting of one share of Class A Common Stock and one-half of one Warrant | CNDB.U | The New York Stock Exchange | ||
| Class A Common Stock, par value $0.0001 per share | CNDB | The New York Stock Exchange | ||
| Warrants, each whole warrant exercisable for one share of Class A Common Stock at an exercise price of $11.50 | CNDB.WS | The New York Stock Exchange |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company x
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 pursuant to Section 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
On October 13, 2023, Concord Acquisition Corp III (the “Company”) filed a definitive proxy statement (the “definitive proxy statement”) for the solicitation of proxies in connection with a special meeting of the Company’s stockholders to be held on November 6, 2023 (the “Special Meeting”) to consider and vote on a proposal to extend (the “Extension”) the date by which the Company has to consummate an initial business combination from November 8, 2023 to August 8, 2024, or such earlier date as determined by the Company’s board of directors.
On November 2, 2023, the Company determined to postpone the Special Meeting (the “Postponement”), originally scheduled to be held on November 6, 2023, to allow additional time for the Company to engage with its stockholders and solicit redemption reversals. The Special Meeting will now be held on Tuesday, November 7, 2023 at 11:00 a.m., local time. There is no change to the location or the record date of the Special Meeting. In connection with the Postponement, the right of the public stockholders of the Company to redeem their public shares for their pro rata portion of the funds available in the Company’s trust account, or to withdraw any previously delivered demand for redemption, has been extended to 5:00 p.m., local time, on November 3, 2023 (two business days before the postponed Special Meeting) (the “Redemption Deadline Extension”).
Stockholders who have previously submitted shares for redemption or who have voted by proxy do not need to do anything prior to the Special Meeting unless they change their decision as to redemption or voting.
Supplement to the Definitive Proxy Statement
The Company has determined to supplement the definitive proxy statement as set forth below (the “Proxy Supplement”) to provide information about the Postponement and the Redemption Deadline Extension.
There is no change to the location, the record date, or any of the other proposals to be acted upon at the Special Meeting.
SUPPLEMENT TO PROXY STATEMENT
OF
CONCORD ACQUISITION CORP III
Dated November 2, 2023
The following disclosures in this Current Report on Form 8-K supplement, and should be read in conjunction with, the disclosures contained in the Company’s definitive proxy statement (the “Definitive Proxy Statement”), filed with the Securities and Exchange Commission (the “SEC”) on October 13, 2023, which in turn should be read in its entirety. To the extent the information set forth herein differs from or updates information contained in the Definitive Proxy Statement, the information set forth herein shall supersede or supplement the information in the Definitive Proxy Statement. All other information in the Definitive Proxy Statement remains unchanged.
As provided in the Definitive Proxy Statement, the Company is seeking stockholder approval of a proposal to amend (the “Charter Amendment”) Concord III’s amended and restated certificate of incorporation, as amended (the “charter”) to extend the date by which Concord III has to consummate a business combination (the “Extension”) from November 8, 2023 (the “Termination Date”) to August 8, 2024, or such earlier date as may be determined by the board of directors (the “Board”) of Concord III (such later date, the “Extended Date”).
Terms used herein, unless otherwise defined, have the meanings set forth in the Definitive Proxy Statement.
Special Meeting Date
On November 2, 2023, the Company determined to postpone (the “Postponement”) the date of the Special Meeting from November 6, 2023 to November 7, 2023. As a result of this change, the Special Meeting will now be held at 11:00 a.m. local time on November 7, 2023 at the offices of Greenberg Traurig, LLP, located at 1750 Tysons Boulevard, Suite 1000, McLean, VA 22102.
Extension of Redemption Deadline
As a result of the Postponement, the previously disclosed deadline of November 2, 2023 (two business days before the Special Meeting) for delivery of redemption requests from the Company’s stockholders to the Company’s transfer agent has been extended to November 3, 2023 (two business days before the postponed Special Meeting).
Forward-Looking Statements
This Current Report on Form 8-K (the “Report”) includes forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Certain of these forward-looking statements can be identified by the use of words such as “believes,” “expects,” “intends,” “plans,” “estimates,” “assumes,” “may,” “should,” “will,” “seeks,” or other similar expressions. Such statements may include, but are not limited to, statements regarding the Postponement, the Redemption Deadline Extension and the rescheduled date for the Special Meeting. 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. Factors that may cause such differences include, without limitation, the Company’s ability to accurately calculate the amount of taxes owed that can be withdrawn from interest earned in the trust account, the amount of funds that may be available in the Company’s trust account following the Extension, if the Charter Amendment Proposal is 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 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 Charter Amendment 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 Definitive 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 Report 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 Definitive 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 Charter Amendment Proposal. Stockholders may obtain copies of the Definitive 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.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CONCORD ACQUISITION CORP IIi | ||
| By: | /s/ Jeff Tuder | |
| Name: Jeff Tuder | ||
| Title: Chief Executive Officer | ||
Date: November 2, 2023