Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an

Off-Balance Sheet Arrangement of a Registrant.

On October 14, 2021, Decarbonization Plus Acquisition Corporation III (the "Company") issued an unsecured promissory note (the "Note") in the principal amount of $1,500,000 to Decarbonization Plus Acquisition Sponsor III LLC (the "Sponsor"). The Note does not bear interest and is repayable in full upon consummation of the Company's initial business combination (a "Business Combination"). If the Company does not complete a Business Combination, the Note shall not be repaid and all amounts owed under it will be forgiven. Upon the consummation of a Business Combination, the Sponsor shall have the option, but not the obligation, to convert all or a portion of the unpaid principal balance of the Note into that number of warrants to purchase one share of Class A Common Stock, $0.0001 par value per share, of the Company (the "Working Capital Warrants") equal to the principal amount of the Note so converted divided by $1.50. The terms of the Working Capital Warrants will be identical to the terms of the warrants issued by the Company to the Sponsor in a private placement that took place simultaneously with the Company's initial public offering. The Note is subject to customary events of default, the occurrence of which automatically trigger the unpaid principal balance of the Note and all other sums payable with regard to the Note becoming immediately due and payable.

The Note was issued pursuant to the exemption from registration contained in Section 4(a)(2) of the Securities Act of 1933, as amended.

The Note is attached as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference. The disclosure set forth in this Item 2.03 is intended to be a summary only and is qualified in its entirety by reference to the Note.

Item 9.01 Financial Statements and Exhibits.




(d) Exhibits.



Exhibit
Number                                    Description

10.1           Promissory Note, dated October 14, 2021, issued by the Company to
             the Sponsor

104          Cover Page Interactive Data File (embedded within the Inline XBRL
             document)

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