Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On May 28, 2021, Decarbonization Plus Acquisition Corporation III (the "Company") received a notice (the "Letter") from the Listing Qualifications Department of The Nasdaq Stock Market LLC ("Nasdaq") stating that the Company violated Nasdaq Listing Rule 5250(c) (the "Rule"), due to the Company's failure to timely file its Quarterly Report on Form 10-Q for the quarter ended March 31, 2021 (the "Quarterly Report") with the Securities and Exchange Commission (the "SEC").

As the Company reported in its Form 12b-25 filed on May 18, 2021 with the SEC, on April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the SEC (the "SEC Staff") issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies entitled "Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies" (the "SEC Staff Statement"). The SEC Staff Statement, among other things, highlighted the potential accounting implications of certain terms that are common in warrants issued in connection with the initial public offerings of special purpose acquisition companies such as the Company. Given the scope of the process for determining the appropriate treatment of its warrants in accordance with the SEC Staff Statement, the Company was unable to complete and file the Quarterly Report by the required due date.

The Company filed the Quarterly Report on June 4, 2021 and has regained compliance with the Nasdaq Listing Rules.

Item 7.01 Other Events

On June 4, 2021, the Company issued a press release announcing its receipt of the Letter. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information disclosed under this Item 7.01, including Exhibit 99.1 hereto, is being furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as expressly set forth in such filing.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

Exhibit No. Description


               Press Release of Decarbonization Plus Acquisition Corporation III,
99.1         dated June 4, 2021.
             Cover Page Interactive Data File (embedded within the Inline XBRL
104          document)

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