Statistiche di base
| CIK | 1851961 |
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis.
These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Concord Acquisition Corp III
SEC Filings (Chronological Order)
Questa pagina fornisce un elenco completo e cronologico dei depositi SEC, esclusi i documenti di proprietà che forniamo altrove.
| May 12, 2026 |
Table of Contents 00 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41013 GCT Semiconductor Holding, Inc. |
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| May 12, 2026 |
GCT Semiconductor Holding, Inc. Provides Business Update and Reports First Quarter 2026 Financial Results Q1 2026 Total Revenue Increased Approximately 287% Year-Over-Year 5G Chipsets Shipments in Q1 2026 Increased Approximately 58% Sequentially SAN JOSE, CA – May 12, 2026 – GCT Semiconductor Holding, Inc. (“GCT” or the “Company”) (NYSE: GCTS), a leading designer and supplier of advanced 5G and 4G |
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| May 12, 2026 |
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): May 12, 2026 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in Its Charter) 001-41013 (Commission File Number) Delaware 86-2171699 (State or Other Jurisdiction |
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| March 30, 2026 |
Filed pursuant to Rule 424(b)(5) Registration No. 333-286316 PROSPECTUS SUPPLEMENT (To Prospectus dated April 9, 2025) GCT SEMICONDUCTOR HOLDING, INC. $20,000,000 Principal Amount of Convertible Promissory Notes and Common Stock Underlying Convertible Promissory Notes We are offering by this prospectus supplement (i) up to $20,000,000 aggregate principal amount of a series of unsecured, interest-f |
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| March 25, 2026 |
MANDATORY CONVERTIBLE PROMISSORY NOTE Exhibit 4.10 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS CONVERTIBLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGIST |
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| March 25, 2026 |
Exhibit 10.37 AMENDMENT TO LOAN AGREEMENT This AMENDMENT TO LOAN AGREEMENT (this “Amendment”) is entered into as of this 20th of March, 2026 by and among Anapsss, Inc., a Korean corporation (the “Lender”) and GCT Research, Inc., a Korean corporation (the “Borrower”). RECITALS WHEREAS, the Lender and the Borrower entered into a loan agreement dated as of March 21, 2025 in the amount of KRW4,500,000 |
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| March 25, 2026 |
DESCRIPTION OF REGISTRANT’S SECURITIES Exhibit 4.9 DESCRIPTION OF REGISTRANT’S SECURITIES The following summary describes the material terms of the securities of GCT Semiconductor Holding, Inc. (the “Company,” “we,” “our” or “us”). This summary is not intended to be a complete summary of the rights and preferences of such securities. The descriptions below are qualified in their entirety by reference to our amended and restated certifi |
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| March 25, 2026 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-410 |
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| March 25, 2026 |
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): March 25, 2026 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in Its Charter) 001-41013 (Commission File Number) Delaware 86-2171699 (State or Other Jurisdicti |
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| March 25, 2026 |
Exhibit 99.1 GCT Semiconductor Holding, Inc. Provides Business Update and Reports Fourth Quarter and Full Year 2025 Financial Results Commercial Shipments of 5G Chipsets Exceeded 1,900 Units in Q4, Reflecting Continued Progress Toward Volume Production Ramp Company Expects Sequential Quarterly Growth in Revenue and 5G Chipset Shipments Throughout 2026 SAN JOSE, CA – March 25, 2026 – GCT Semiconduc |
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| March 25, 2026 |
GCT SEMICONDUCTOR HOLDING, INC. CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT Exhibit 10.38 GCT SEMICONDUCTOR HOLDING, INC. CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT This CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of March 25, 2026, by and between GCT SEMICONDUCTOR HOLDING, INC., a company organized under the laws of the State of Delaware (the “Company”), and the purchaser set forth on the signature page hereto (the “Purchaser”). RECIT |
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| March 2, 2026 |
GCT SEMICONDUCTOR HOLDING, INC. Filed pursuant to Rule 424(b)(5) Registration No. 333-286316 PROSPECTUS SUPPLEMENT (To Prospectus dated April 9, 2025) GCT SEMICONDUCTOR HOLDING, INC. Warrants to Purchase up to 500,000 Shares of Common Stock and Shares of Common Stock Issuable Upon Exercise of the Warrants This prospectus supplement relates to (i) warrants (the “Warrants”) issued to Gogo Business Aviation LLC (the “Holder”) to pu |
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| February 25, 2026 |
AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE Exhibit 10.1 AMENDMENT NO. 1 TO CONVERTIBLE PROMISSORY NOTE This Amendment No. 1 to the Convertible Promissory Note (this “Amendment”) is made as of February 24, 2026 pursuant to the Convertible Promissory Note entered into as of February 26, 2024 (the “Note”) by and between GCT Semiconductor, Inc., a Delaware corporation (the “Company”) and the Gogo Business Aviation LLC (the “Holder”). The Compa |
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| February 25, 2026 |
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): February 24, 2026 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in Its Charter) 001-41013 (Commission File Number) Delaware 86-2171699 (State or Other Jurisdi |
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| February 25, 2026 |
Exhibit 10.2 WARRANT ISSUANCE AGREEMENT This Warrant Issuance Agreement (this “Agreement”) is dated as of February 24, 2026, between GCT Semiconductor Holding, inc., a Delaware corporation (the “Company”), and Gogo Business Aviation LLC (the “Investor”). WHEREAS, the Company wishes to issue to the Investor a warrant to purchase shares of the Company’s Common Stock in consideration of the Investor' |
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| February 25, 2026 |
WARRANT TO PURCHASE COMMON STOCK Exhibit 10.3 THIS WARRANT AND THE WARRANT STOCK ISSUABLE UPON EXERCISE HEREUNDER, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR UNLESS SUCH TRANSFER IS EXEMPT FROM T |
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| January 29, 2026 |
GCT Semiconductor Announces Licensing Agreement with Leading Satellite Communications Provider to Accelerate Global 5G Connectivity SAN JOSE, CA – January 29, 2026 – GCT Semiconductor Holding Inc. |
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| January 29, 2026 |
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): January 29, 2026 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in Its Charter) 001-41013 (Commission File Number) Delaware 86-2171699 (State or Other Jurisdic |
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| December 15, 2025 |
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): December 15, 2025 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in Its Charter) 001-41013 (Commission File Number) Delaware 86-2171699 (State or Other Jurisdi |
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| December 15, 2025 |
MANDATORY CONVERTIBLE PROMISSORY NOTE Exhibit 4.1 NEITHER THIS SECURITY NOR THE SECURITIES FOR WHICH THIS SECURITY IS EXERCISABLE HAVE BEEN REGISTERED WITH THE SECURITIES AND EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EFFECTIVE REGISTR |
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| December 15, 2025 |
Filed pursuant to Rule 424(b)(5) Registration No. 333-286316 PROSPECTUS SUPPLEMENT (To Prospectus dated April 1, 2025) GCT SEMICONDUCTOR HOLDING, INC. $20,000,000 Principal Amount of Convertible Promissory Notes and Common Stock Underlying Convertible Promissory Notes We are offering by this prospectus supplement (i) up to $20,000,000 aggregate principal amount of a series of unsecured, interest-f |
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| December 15, 2025 |
GCT SEMICONDUCTOR HOLDING, INC. CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT Exhibit 10.1 EXECUTION VERSION GCT SEMICONDUCTOR HOLDING, INC. CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT This CONVERTIBLE PROMISSORY NOTE PURCHASE AGREEMENT (this “Agreement”) is made as of December 15, 2025, by and between GCT SEMICONDUCTOR HOLDING, INC., a company organized under the laws of the State of Delaware (the “Company”), and Indigo Capital LP, a limited partnership organized under |
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| November 12, 2025 |
Exhibit 10.1 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Loan Agreement Anapass, Inc. (Korean corporation. “Lender”), GCT Research, Inc. (Korean corporation. “Borrower”) and GCT Semiconductor, inc. (USA cor |
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| November 12, 2025 |
Exhibit 99.1 GCT Semiconductor Holding, Inc. Provides Business Update and Reports Third Quarter 2025 Financial Results Initial 5G product revenue coupled with backlog signal upcoming sales ramp SAN JOSE, CA – November 12, 2025 – GCT Semiconductor Holding, Inc. (“GCT” or the “Company”) (NYSE: GCTS), a leading designer and supplier of advanced 5G and 4G semiconductor solutions, today provided an upd |
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| November 12, 2025 |
Table of Contents 00 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41013 GCT Semiconductor Holding, Inc. |
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| November 12, 2025 |
WARRANT TO PURCHASE COMMON STOCK Exhibit 4.1 THIS WARRANT AND THE WARRANT STOCK ISSUABLE UPON EXERCISE HEREUNDER, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR UNLESS SUCH TRANSFER IS EXEMPT FROM TH |
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| November 12, 2025 |
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 12, 2025 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in Its Charter) 001-41013 (Commission File Number) Delaware 86-2171699 (State or Other Jurisdi |
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| September 19, 2025 |
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): September 18, 2025 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in Its Charter) 001-41013 (Commission File Number) Delaware 86-2171699 (State or Other Jurisd |
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| September 11, 2025 |
Exhibit 99.1 GCT Semiconductor Announces $10.7M Debt Financing in Preparation of 5G Volume Shipments Debt Financing from a strategic investor will be used to accelerate production readiness following successful sampling and subsequent positive customer feedback SAN JOSE, CA – September 11, 2025 –GCT Semiconductor Holding Inc. (“GCT”) (NYSE: GCTS), a leading designer and supplier of advanced 5G and |
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| September 11, 2025 |
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): September 10, 2025 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in Its Charter) 001-41013 (Commission File Number) Delaware 86-2171699 (State or Other Jurisd |
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| August 12, 2025 |
Exhibit 99.1 GCT Semiconductor Holding, Inc. Provides Business Update and Reports Second Quarter 2025 Financial Results Company delivered initial 5G chipset samples to lead customers, in preparation for mass production and volume shipments in the second half of fiscal 2025 SAN JOSE, CA – August 12, 2025 – GCT Semiconductor Holding, Inc. (“GCT” or the “Company”) (NYSE: GCTS), a leading designer and |
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| August 12, 2025 |
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): August 12, 2025 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in Its Charter) 001-41013 (Commission File Number) Delaware 86-2171699 (State or Other Jurisdict |
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| August 12, 2025 |
Table of Contents 00 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41013 GCT Semiconductor Holding, Inc. |
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| August 12, 2025 |
Exhibit 4.1 THIS WARRANT AND THE WARRANT STOCK ISSUABLE UPON EXERCISE HEREUNDER, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR UNLESS SUCH TRANSFER IS EXEMPT FROM TH |
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| August 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ⌧ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin |
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| August 4, 2025 |
GCT 2024 Annual Report About GCT GCT Semiconductor is a leading fabless designer and supplier of advanced 5G and 4G LTE semiconductor solutions. |
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| August 4, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive |
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| July 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive |
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| June 6, 2025 |
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): June 6, 2025 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in Its Charter) 001-41013 (Commission File Number) Delaware 86-2171699 (State or Other Jurisdiction |
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| June 6, 2025 |
As filed with the Securities and Exchange Commission on June 6, 2025 As filed with the Securities and Exchange Commission on June 6, 2025 Registration No. |
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| June 6, 2025 |
Exhibit 99.1 GCT Semiconductor Holding, Inc. Provides Business Update and Reports First Quarter 2025 Financial Results 5G chipset sampling to customers scheduled to begin at the end of May, following completion of fab, wafer processing and delivery of finalized 5G chipsets to GCT facility SAN JOSE, CA – May 14, 2025 – GCT Semiconductor Holding, Inc. (“GCT” or the “Company”) (NYSE: GCTS), a leading |
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| June 4, 2025 |
GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 June 4, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Ms. Jennifer Angelini and Ms. Erin Purnell Re: GCT Semiconductor Holding, Inc. Amendment to Registration Statement on Form S-3 Filed May 13, 2025 Fil |
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| May 30, 2025 |
As filed with the Securities and Exchange Commission on May 30, 2025 As filed with the Securities and Exchange Commission on May 30, 2025 Registration No. |
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| May 30, 2025 |
May 30, 2025 VIA EDGAR CONFIDENTIAL U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F. Street, N.E. Washington, D.C. 20549 Attn: Jennifer Angelini and Erin Purnell Re: GCT Semiconductor Holding, Inc. Amendment to Registration Statement on Form S-3 File No. 333-286704 Filed May 13, 2025 To the addressees set forth above: On behalf of our |
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| May 20, 2025 |
May 20, 2025 John Schlaefer Chief Executive Officer GCT Semiconductor Holding, Inc. |
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| May 16, 2025 |
Financial Statements and Exhibits, Other Events 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): May 15, 2025 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41013 86-2171699 (State or other jurisdiction of incorporation) (Commi |
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| May 16, 2025 |
Filed Pursuant to Rule 424(b)(5) Registration No. 333-286316 PROSPECTUS SUPPLEMENT (to the prospectus dated April 9, 2025) GCT Semiconductor Holding, Inc. 7,006,370 Shares of Common Stock Common Stock Purchase Warrants to Purchase up to 10,509,555 Shares of Common Stock Up to 10,509,555 Shares of Common Stock Underlying the Common Stock Purchase Warrants We are offering 7,006,370 shares (the “Shar |
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| May 16, 2025 |
Exhibit 4.1 COMMON STOCK PURCHASE WARRANT gct semiconductor holding, inc. Warrant Shares: Initial Exercise Date: November 17, 2025 Issue Date: May 16, 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on |
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| May 16, 2025 |
Exhibit 10.2 PLACEMENT AGENCY AGREEMENT May 15, 2025 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), GCT Semiconductor Holding, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $11,000,000.90 of registered securities (the “ |
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| May 16, 2025 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 15, 2025, between GCT Semiconductor Holding, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and cond |
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| May 16, 2025 |
GCT Semiconductor Announces $11 Million Registered Direct Offering Exhibit 99.1 GCT Semiconductor Announces $11 Million Registered Direct Offering SAN JOSE, CA - May 15, 2025 – GCT Semiconductor Holding, Inc. (“GCT” or the “Company”) (NYSE: GCTS), a leading designer and supplier of advanced 5G and 4G semiconductor solutions, today announced that it has entered into a definitive agreement for the purchase and sale of an aggregate of 7,006,370 shares of its common |
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| May 14, 2025 |
Exhibit 99.1 GCT Semiconductor Holding, Inc. Provides Business Update and Reports First Quarter 2025 Financial Results 5G chipset sampling to customers scheduled to begin at the end of May, following completion of fab, wafer processing and delivery of finalized 5G chipsets to GCT facility SAN JOSE, CA – May 14, 2025 – GCT Semiconductor Holding, Inc. (“GCT” or the “Company”) (NYSE: GCTS), a leading |
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| May 14, 2025 |
Table of Contents 00 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2025 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41013 GCT Semiconductor Holding, Inc. |
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| May 14, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 14, 2025 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in Its Charter) 001-41013 (Commission File Number) Delaware 86-2171699 (State or Other Jurisdiction |
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| May 13, 2025 |
Specimen Warrant Certificate of GCT Semiconductor Holding, Inc. Exhibit 4.2 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW CONCORD ACQUISITION CORP III Incorporated Under the Laws of the State of Delaware CUSIP [] Warrant Certificate This Warrant Certificate certifies that [●], or registered assigns, is t |
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| May 13, 2025 |
As filed with the Securities and Exchange Commission on May 13, 2025 As filed with the Securities and Exchange Commission on May 13, 2025 Registration No. |
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| May 13, 2025 |
May 13, 2025 VIA EDGAR CONFIDENTIAL U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F. Street, N.E. Washington, D.C. 20549 Attn: Jennifer Angelini and Erin Purnell Re: GCT Semiconductor Holding, Inc. Registration Statement on Form S-3 File No. 333-286704 Filed April 23, 2025 To the addressees set forth above: On behalf of our client, GCT Semicond |
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| May 1, 2025 |
May 1, 2025 John Schlaefer Chief Executive Officer GCT Semiconductor Holding, Inc. |
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| April 30, 2025 |
As filed with the Securities and Exchange Commission on April 30, 2025 As filed with the Securities and Exchange Commission on April 30, 2025 Registration No. |
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| April 28, 2025 |
April 28, 2025 John Schlaefer Chief Executive Officer GCT Semiconductor Holding, Inc. |
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| April 28, 2025 |
GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 April 28, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: GCT Semiconductor Holding, Inc. Registration Statement on Form S-3 Filed April 23, 2025 File No. 333-286713 Ladies and Gentlemen: In accordance with Rule |
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| April 23, 2025 |
Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) GCT SEMICONDUCTOR HOLDING, INC. |
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| April 23, 2025 |
EX-FILINGFEES Calculation of Filing Fee Tables Form S-3 (Form Type) GCT SEMICONDUCTOR HOLDING, INC. |
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| April 23, 2025 |
As filed with the Securities and Exchange Commission on April 23, 2025 As filed with the Securities and Exchange Commission on April 23, 2025 Registration No. |
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| April 23, 2025 |
As filed with the Securities and Exchange Commission on April 23, 2025 As filed with the Securities and Exchange Commission on April 23, 2025 Registration No. |
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| April 17, 2025 |
Exhibit 99.1 For Immediate Release Orbic North America and GCT Semiconductor Sign LOI to Develop and Supply Orbic-Branded FWA Gateway and Mobile Hotspot with GCT’s Verizon-Certified 5G Module HAUPPAUGE, NEW YORK & SAN JOSE, CALIFORNIA (April 16, 2025) — Orbic North America, LLC (“Orbic”), an international leader in mobile technology innovation, and GCT Semiconductor Holding, Inc. (“GCT”) (NYSE: GC |
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| April 17, 2025 |
Financial Statements and Exhibits, Other Events 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): April 16, 2025 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in Its Charter) 001-41013 (Commission File Number) Delaware 86-2171699 (State or Other Jurisdicti |
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| April 7, 2025 |
GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 April 7, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Erin Donahue Re: GCT Semiconductor Holding, Inc. Registration Statement on Form S-3 Filed April 1, 2025 File No. 333-286316 Ladies and Gentlemen: In |
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| April 4, 2025 |
April 4, 2025 John Schlaefer Chief Executive Officer GCT Semiconductor Holding, Inc. |
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| April 1, 2025 |
Exhibit 107 Calculation of Filing Fee Table FORM S-3 (Form Type) GCT Semiconductor Holding, Inc (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common Stock, $0. |
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| April 1, 2025 |
As filed with the Securities and Exchange Commission on April 1, 2025 Table of Contents As filed with the Securities and Exchange Commission on April 1, 2025 Registration No. |
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| April 1, 2025 |
Form of indenture for subordinated debt securities Exhibit 4.5 GCT SEMICONDUCTOR HOLDING, INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s |
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| April 1, 2025 |
Form of indenture for senior debt securities Exhibit 4.4 GCT SEMICONDUCTOR HOLDING, INC. ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SENIOR DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Certi |
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| April 1, 2025 |
Exhibit 1.2 GCT SEMICONDUCTOR HOLDING, INC. Common Stock (par value $0.0001 per share) At Market Issuance Sales Agreement April 1, 2025 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 H.C. Wainwright & Co., LLC 430 Park Avenue, 3rd Floor New York, NY 10022 Ladies and Gentlemen: GCT Semiconductor Holding, Inc., a Delaware corporation (the “Company”), confirms its agreement |
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| March 26, 2025 |
Prospectus Supplement No. 6 Filed Pursuant to Rule 424(b)(3) File No. 333-279600 GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 6 (to the Prospectus dated May 21, 2024) This Prospectus Supplement No. 6 supplements and amends the prospectus dated May 21, 2024, as amended by Prospectus Supplement No. 1 dated July 1 |
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| March 26, 2025 |
Prospectus Supplement No. 5 Filed Pursuant to Rule 424(b)(3) File No. 333-278809 GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 5 (to the Prospectus dated May 23, 2024) This Prospectus Supplement No. 5 supplements and amends the prospectus dated May 23, 2024, Prospectus Supplement No. 1 dated August 15, 2024, Pro |
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| March 25, 2025 |
Exhibit 99.1 GCT Semiconductor Holding, Inc. Provides Business Update and Reports Fourth Quarter and Full Year 2024 Financial Results GCT launches “2025GCT” program to commence “Year of 5G” and celebrate upcoming 5G chipset shipments SAN JOSE, CA – March 25, 2025 – GCT Semiconductor Holding, Inc. (“GCT” or the “Company”) (NYSE: GCTS), a leading designer and supplier of advanced 5G and 4G semicondu |
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| March 25, 2025 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): March 25, 2025 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in Its Charter) 001-41013 (Commission File Number) Delaware 86-2171699 (State or Other Jurisdicti |
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| March 25, 2025 |
Loan Agreement, dated March 21, 2025, by and between Anapass Inc. and GCT Research, Inc. EXHIBIT 10.30 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Loan Agreement Anapass, Inc. (Korean corporation. “Lender”) and GCT Research, Inc. (Korean corporation. “Borrower”) are executing the loan agreement |
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| March 25, 2025 |
Insider trading policies and procedures Exhibit 19.1 GCT SEMICONDUCTOR HOLDING, INC. Statement of Company Policy REGARDING INSIDER TRADING (as adopted March 15, 2024) This policy applies to all officers, directors and employees of GCT Semiconductor Holding, Inc. and its subsidiaries (collectively, the “Company”) and supersedes all prior insider trading policies of the Company. I. The Need For A Policy Statement Under the federal securit |
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| March 25, 2025 |
Loan Agreement, dated January 24, 2025, by and between Dr. Kyeongho Lee and GCT Research, Inc. EXHIBIT 10.27 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Loan Agreement Kyeongho Lee (“Lender”) and GCT Research, Inc. (“Borrower”) are executing the loan agreement as follows. Article 1 (Purpose) The purp |
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| March 25, 2025 |
Loan Agreement, dated November 11, 2024, by and between Dr. Kyeongho Lee and GCT Research, Inc. EXHIBIT 10.26 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Loan Agreement Kyeongho Lee (“Lender”) and GCT Research, Inc. (“Borrower”) are executing the loan agreement as follows. Article 1 (Purpose) The purp |
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| March 25, 2025 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO Commission File Number 001-410 |
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| March 25, 2025 |
Policy Relating to Recovery of Erroneously Awarded Compensation EXHIBIT 97.1 GCT SEMICONDUCTOR HOLDING, INC. CLAWBACK POLICY (as adopted March 15, 2024) I. Introduction The Board of Directors (the “Board”) of GCT Semiconductor Holding, Inc. (the “Company”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability. The Board has therefore adopted this policy which |
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| March 25, 2025 |
EXHIBIT 10.28 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Amendment to Loan Agreements Kyeongho Lee (“Lender”) and GCT Research, Inc. (“Borrower”) are executing the amendment to loan agreements as follows. |
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| January 29, 2025 |
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): January 24, 2025 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in Its Charter) 001-41013 (Commission File Number) Delaware 86-2171699 (State or Other Jurisdic |
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| November 18, 2024 |
424B3 1 a424b3.htm EXPLANTORY NOTE This submission corrects an inadvertent error in the file number included in the submission header of the prior filing. The correct file number is 333-278809. All other information remains unchanged. Prospectus Supplement No. 4 Filed Pursuant to Rule 424(b)(3) File No. 333-278809 GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, Californi |
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| November 15, 2024 |
Prospectus Supplement No. 4 Filed Pursuant to Rule 424(b)(3) File No. 333-278809 GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 4 (to the Prospectus dated May 23, 2024) This Prospectus Supplement No. 4 supplements and amends the prospectus dated May 23, 2024, Prospectus Supplement No. 1 dated August 15, 2024, Pro |
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| November 15, 2024 |
Prospectus Supplement No. 5 Filed Pursuant to Rule 424(b)(3) File No. 333-279600 GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 5 (to the Prospectus dated May 21, 2024) This Prospectus Supplement No. 5 supplements and amends the prospectus dated May 21, 2024, as amended by Prospectus Supplement No. 1 dated July 1 |
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| November 14, 2024 |
00 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents 00 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41013 GCT Semiconductor Holding, Inc. |
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| November 14, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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 14, 2024 GCT Semiconductor Holding, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41013 86-2171699 (State or Other Jurisdiction of Incorporation) ( |
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| November 14, 2024 |
GCT Semiconductor Holding, Inc. Reports Third Quarter 2024 Financial Results Exhibit 99.1 GCT Semiconductor Holding, Inc. Reports Third Quarter 2024 Financial Results SAN JOSE, CA – November 14, 2024 – GCT Semiconductor Holding, Inc. (“GCT” or the “Company”) (NYSE: GCTS), a leading designer and supplier of advanced 5G and 4G semiconductor solutions, today reported financial results for the third quarter ended September 30, 2024. Third Quarter 2024 Financial Summary and Rec |
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| November 14, 2024 |
GCTS / GCT Semiconductor Holding, Inc. / MOORE CAPITAL MANAGEMENT, LP Passive Investment SC 13G/A 1 formsc13ga-gctsemiconductor.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* GCT Semiconductor Holding, Inc. (f/k/a Concord Acquisition Corp III) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 36170N107 (CUSIP Number) September 30, 2024 (Date of |
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| November 13, 2024 |
GCTS / GCT Semiconductor Holding, Inc. / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment SC 13G/A 1 d879083dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* GCT Semiconductor Holding Inc (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 36170N107 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statem |
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| November 13, 2024 |
CNDB / Concord Acquisition Corp III / Walleye Capital LLC Passive Investment SC 13G/A 1 walleye-gcts093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* GCT Semiconductor Holding, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 20607V106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Stateme |
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| November 12, 2024 |
SC 13G/A 1 d903690dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* GCT Semiconductor Holding, Inc. ** (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 36170N107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this State |
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| November 12, 2024 |
EX-99.1 2 d903690dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of GCT Semiconductor Holding, Inc. dated as of September 30, 2024, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordan |
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| November 12, 2024 |
SC 13G 1 gcts111224.htm COWEN AND COMPANY, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 GCT Semiconductor Holding, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 36170N107 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Chec |
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| September 27, 2024 |
Prospectus Supplement No. 4 Filed Pursuant to Rule 424(b)(3) File No. 333-279600 GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 4 (to the Prospectus dated May 21, 2024) This Prospectus Supplement No. 4 supplements and amends the prospectus dated May 21, 2024, as amended by Prospectus Supplement No. 1 dated July 1 |
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| September 27, 2024 |
Prospectus Supplement No. 3 Filed Pursuant to Rule 424(b)(3) File No. 333-278809 GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 3 (to the Prospectus dated May 23, 2024) This Prospectus Supplement No. 3 supplements and amends the prospectus dated May 23, 2024, Prospectus Supplement No. 1 dated August 15, 2024, and |
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| September 26, 2024 |
Exhibit 4.1 THIS WARRANT AND THE WARRANT STOCK ISSUABLE UPON EXERCISE HEREUNDER, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR UNLESS SUCH TRANSFER IS EXEMPT FROM TH |
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| September 26, 2024 |
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): September 26, 2024 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in Its Charter) 001-41013 (Commission File Number) Delaware 86-2171699 (State or Other Jurisd |
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| September 26, 2024 |
Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 26, 2024, by and between GCT Semiconductor Holding, Inc., a Delaware corporation (the “Company”), and the investor identified on the signature page hereto (the “Purchaser”). The Company and the Purchaser are sometimes referred to herein as the “Parties.” RECITALS A. The Company |
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| August 27, 2024 |
Prospectus Supplement No. 3 Filed Pursuant to Rule 424(b)(3) File No. 333-279600 GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 3 (to the Prospectus dated May 21, 2024) This Prospectus Supplement No. 3 supplements and amends the prospectus dated May 21, 2024, as amended by Prospectus Supplement No. 1 dated July 1 |
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| August 27, 2024 |
Prospectus Supplement No. 2 Filed Pursuant to Rule 424(b)(3) File No. 333-278809 GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 2 (to the Prospectus dated May 23, 2024) This Prospectus Supplement No. 2 supplements and amends the prospectus dated May 23, 2024 and Prospectus Supplement No. 1 dated August 15, 2024 ( |
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| August 26, 2024 |
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): August 21, 2024 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41013 86-2171699 (State or other jurisdiction of incorporation) (Co |
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| August 26, 2024 |
Exhibit 10.1 GCT SEMICONDUCTOR HOLDING, INC. EXECUTIVE RETENTION PLAN The GCT Semiconductor Holding, Inc. Executive Retention Plan (the “Plan”) is hereby adopted effective as of August 21, 2024. The Plan is designed to provide severance payments and benefits to a select group of management or highly compensated employees in the event of their termination of employment under the circumstances descr |
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| August 16, 2024 |
Prospectus Supplement No. 1 Filed Pursuant to Rule 424(b)(3) File No. 333-278809 GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 1 (to the Prospectus dated May 23, 2024) This Prospectus Supplement No. 1 supplements and amends the prospectus dated May 23, 2024 (the “Prospectus”), relating to the issuance of an aggr |
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| August 16, 2024 |
Prospectus Supplement No. 2 Filed Pursuant to Rule 424(b)(3) File No. 333-279600 GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 2 (to the Prospectus dated May 21, 2024) This Prospectus Supplement No. 2 supplements and amends the prospectus dated May 21, 2024, as amended by Prospectus Supplement No. 1 dated July 1 |
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| August 14, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): August 14, 2024 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41013 86-2171699 (State or other jurisdiction of incorporation) (Co |
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| August 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41013 GCT Semiconductor Holding, Inc. |
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| August 14, 2024 |
GCT Semiconductor Holding, Inc. Reports Second Quarter 2024 Financial Results Exhibit 99.1 GCT Semiconductor Holding, Inc. Reports Second Quarter 2024 Financial Results SAN JOSE, CA – August 14, 2024 – GCT Semiconductor Holding, Inc. (“GCT” or the “Company”) (NYSE: GCTS), a leading designer and supplier of advanced 5G and 4G semiconductor solutions, today reported financial results for the second quarter ended June 30, 2024. Second Quarter 2024 Financial Summary and Recent |
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| July 10, 2024 |
Prospectus Supplement No. 1 Filed Pursuant to Rule 424(b)(3) File No. 333-279600 GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 1 (to the Prospectus dated May 21, 2024) This Prospectus Supplement No. 1 supplements and amends the prospectus dated May 21, 2024 (the “Prospectus”), relating to the sale from time to t |
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| July 10, 2024 |
Exhibit 99.1 GCT Semiconductor and Kyocera sign development and partnership agreement for collaboration on a 5G reference platform for CPE devices New 5G reference platform aims to accelerate GCT’s development of 5G mmWave CPE devices for its 5G customers SAN JOSE, CA – July 10, 2024 – GCT Semiconductor Holding Inc. (“GCT” or the “Company”) (NYSE: GCTS), a leading designer and supplier of advanced |
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| July 10, 2024 |
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): July 10, 2024 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41013 86-2171699 (State or other jurisdiction of incorporation) (Comm |
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| June 28, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1) GCT Semiconductor Holding, Inc. [f/k/a Concord Acquisition Corp. III] (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Ti |
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| June 7, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) GCT Semiconductor Holding, Inc. |
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| June 7, 2024 |
As filed with the Securities and Exchange Commission on June 7, 2024 As filed with the Securities and Exchange Commission on June 7, 2024 Registration No. |
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| June 4, 2024 |
GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 June 4, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Mr. Eranga Dias Re: GCT Semiconductor Holding, Inc. Registration Statement on Form S-1 Filed May 22, 2024 File No. 333-279600 Ladies and Gentlemen: I |
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| June 4, 2024 |
Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-278809 PROSPECTUS GCT Semiconductor Holding, Inc. 35,970,732 Shares of Common Stock 6,580,000 Warrants to Purchase Common Stock Up to 26,724,001 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus relates to the issuance by us of an aggregate of up to 26,724,001 shares of our common stock, $0.0001 par val |
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| May 31, 2024 |
GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 May 31, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Mr. Eranga Dias Re: GCT Semiconductor Holding, Inc. Registration Statement on Form S-1 Filed April 19, 2024 File No. 333-278809 Ladies and Gentlemen: |
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| May 28, 2024 |
United States securities and exchange commission logo May 28, 2024 John Schlaefer Chief Executive Officer GCT Semiconductor Holding, Inc. |
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| May 23, 2024 |
As filed with the Securities and Exchange Commission on May 23, 2024. Table of Contents As filed with the Securities and Exchange Commission on May 23, 2024. |
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| May 23, 2024 |
May 23, 2024 VIA EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D. |
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| May 22, 2024 |
As filed with the Securities and Exchange Commission on May 21, 2024. Table of Contents As filed with the Securities and Exchange Commission on May 21, 2024. |
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| May 22, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) GCT Semiconductor Holding, Inc. |
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| May 22, 2024 |
Exhibit 10.25 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT THIS AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT, is made, entered into and effective as of this 21st day of May 2024, by and among B. Riley Principal Capital II, LLC and GCT Semiconductor Holding, Inc. that are parties to that certain common stock purchase agreement, dated as of April 23, 2024 (the “Original Agreement”). All |
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| May 22, 2024 |
United States securities and exchange commission logo May 22, 2024 John Schlaefer Chief Executive Officer GCT Semiconductor Holding, Inc. |
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| May 17, 2024 |
As filed with the Securities and Exchange Commission on May 17, 2024. Table of Contents As filed with the Securities and Exchange Commission on May 17, 2024. |
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| May 17, 2024 |
May 17, 2024 VIA EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D. |
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| May 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41013 GCT Semiconductor Holding, Inc. |
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| May 14, 2024 |
GCT Semiconductor Holding, Inc. Reports First Quarter 2024 Financial Results Exhibit 99.1 GCT Semiconductor Holding, Inc. Reports First Quarter 2024 Financial Results SAN JOSE, CA – May 14, 2024 – GCT Semiconductor Holding, Inc. (“GCT” or the “Company”) (NYSE: GCTS), a leading designer and supplier of advanced 5G and 4G semiconductor solutions, today reported financial results for the first quarter ended March 31, 2024. First Quarter 2024 Financial Summary and Recent Opera |
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| May 14, 2024 |
Exhibit 10.1 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. GCT Semiconductor, Inc.2290 N. First st. suite 201, San Jose, CA 95131 Tel. 408.434.6040 Fax.408.4346050 March 6, 2024 Edmond Cheng [***] RE: Employm |
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| May 14, 2024 |
Exhibit 10.4 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Foundry Product Development Agreement This Foundry Product Development Agreement (the “Development Agreement”) is made and entered into, as of Februa |
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| May 14, 2024 |
Financial Statements and Exhibits, Results of Operations and Financial Condition 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): May 14, 2024 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41013 86-2171699 (State or other jurisdiction of incorporation) (Commi |
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| May 14, 2024 |
Exhibit 10.2 March 26, 2024 Re: Sponsor Earnout Ladies and Gentlemen: Reference is made to that certain Sponsor Support Agreement (as the same has been or may be amended, modified, supplemented, or waived from time to time, the "Sponsor Support Agreement"), dated as of November 2, 2023, by and among Concord Sponsor Group III LLC, a Delaware limited liability company ("Sponsor"), CA2 Co-Investment |
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| May 14, 2024 |
Exhibit 10.3 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECU |
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| May 6, 2024 |
United States securities and exchange commission logo May 6, 2024 John Schlaefer Chief Executive Officer GCT Semiconductor Holding, Inc. |
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| May 3, 2024 |
GCTS / GCT Semiconductor Holding, Inc. / Anapass, Inc. Passive Investment SC 13G/A 1 sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* GCT Semiconductor Holding, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 36170N107 (CUSIP Number) March 26, 2024 (Date of Event Which Requires Filing of this Statement) Check the app |
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| April 29, 2024 |
GCTS / GCT Semiconductor Holding, Inc. / Global Coretech Growth Fund 1 Passive Investment SC 13G/A 1 schedule13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* GCT Semiconductor Holding, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 36170N107 (CUSIP Number) April 17, 2024 (Date of Event Which Requires Filing of this Statement) Check the |
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| April 24, 2024 |
Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 23, 2024, is by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and GCT Semiconductor Holding, Inc., a Delaware corporation (the “Company”). RECITALS A. The Company and the Investor have entered into that certain Common Sto |
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| April 24, 2024 |
Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT Dated as of April 23, 2024 by and between GCT SEMICONDUCTOR HOLDING, INC. and B. RILEY PRINCIPAL CAPITAL II, LLC Table of Contents Page Article I DEFINITIONS 2 Article II PURCHASE AND SALE OF COMMON STOCK 2 Section 2.1. Purchase and Sale of Stock 2 Section 2.2. Closing Date; Settlement Dates 2 Section 2.3. Initial Public Announcements and Required Filin |
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| April 24, 2024 |
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): April 23, 2024 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41013 86-2171699 (State or other jurisdiction of incorporation) (Com |
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| April 19, 2024 |
Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) GCT Semiconductor Holding, Inc. |
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| April 19, 2024 |
As filed with the Securities and Exchange Commission on April 18, 2024. Table of Contents As filed with the Securities and Exchange Commission on April 18, 2024. |
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| April 8, 2024 |
Exhibit 16.1 April 8, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by GCT Semiconductor Holding, Inc. (f/k/a Concord Acquisition Corp III) under Item 4.01 of its Form 8-K dated April 4, 2024. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other s |
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| April 8, 2024 |
Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant 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): April 4, 2024 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41013 86-2171699 (State or other jurisdiction of incorporation) (Comm |
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| April 5, 2024 |
SC 13G 1 schedule13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GCT Semiconductor Holding, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 36170N107 (CUSIP Number) March 26, 2024 (Date of Event Which Requires Filing of this Statement) Check the ap |
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| April 5, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 GCT Semiconductor Holding, Inc. (Exact name of registrant as specified in its charter) Delaware 2290 North 1st Street, Suite 201 86-2171699 (State of incorporation) San Jose, CA |
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| April 3, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GCT Semiconductor Holding, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 36170N107 (CUSIP Number) March 26, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat |
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| April 1, 2024 |
Exhibit 10.3 GCT SEMICONDUCTOR HOLDING, INC. 2024 OMNIBUS INCENTIVE COMPENSATION PLAN I THE PURPOSE OF THE PLAN The Plan is intended to promote the interests of the Company by providing eligible persons in the Company’s service (or the service of a Subsidiary or Parent) with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Company, or rece |
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| April 1, 2024 |
Exhibit 3.1 Delaware The First State Page 1 5165196 8100 Authentication: 203116501 SR# 20241176220 Date: 03-26-24 You may verify this certificate online at corp.delaware.gov/authver.shtml I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “CONCORD ACQUISITION CORP III”, CHANGING ITS NAME FROM |
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| April 1, 2024 |
UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Unless otherwise indicated or the context otherwise requires, references to: (a) “New GCT” refers to Concord III and its consolidated subsidiaries after giving effect to the Business Combination, (b) “Legacy GCT” refers to GCT Semiconductor, Inc., a Delaware corporation, prior to the Closing and (c) “Concord III” refers to C |
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| April 1, 2024 |
Exhibit 10.5 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [date] between GCT Semiconductor Holding, Inc., a Delaware corporation (the “Company”), and [name] (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors and/or officers or in other capacities unless they ar |
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| April 1, 2024 |
GCT Semiconductor Appoints Nelson C. Chan to Board of Directors Exhibit 99.4 GCT Semiconductor Appoints Nelson C. Chan to Board of Directors SAN JOSE, CA – April 1, 2024 – GCT Semiconductor Holding, Inc. (“GCT” or the “Company”) (NYSE: GCTS), a leading designer and supplier of advanced 5G and 4G semiconductor solutions, today announced the appointment of Nelson C. Chan to its Board of Directors, effective March 26, 2024. “We are pleased to welcome Nelson Chan |
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| April 1, 2024 |
Exhibit 99.1 PRESS RELEASE GCT Semiconductor Becomes a Publicly Traded Company After Completing Business Combination with Concord Acquisition Corp III, Will Commence Trading on NYSE Under Ticker Symbol “GCTS” · Transaction values GCT at a pro forma enterprise value of approximately $461 million at closing · Pro forma valuation of GCT of up to approximately $667 million, which includes up to 20.6 m |
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| April 1, 2024 |
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): March 26, 2024 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41013 86-2171699 (State or other jurisdiction of incorporation) (Com |
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| April 1, 2024 |
Exhibit 10.1 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [date], by and among GCT Semiconductor Holding, Inc., a Delaware corporation (“Pubco”) and the undersigned parties listed as “Investors” on the signature page hereto (each an “Investor” and, collectively, the “Investors”). WHEREAS, Concord Acquisition Corp III, a Delaware corporati |
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| April 1, 2024 |
Exhibit 21.1 Subsidiaries of the Registrant Entity Name Jurisdiction of Organization GCT Semiconductor, Inc. Delaware GCT Research, Inc. Korea GCT Asia Pacific, Inc. Korea MTH, Inc. Korea |
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| April 1, 2024 |
Exhibit 99.2 GCT Semiconductor, Inc. Consolidated Financial Statements December 31, 2023 and 2022 GCT Semiconductor, Inc. Contents Page(s) Independent Auditors’ Report 2 Consolidated Financial Statements: Consolidated Balance Sheets 3 Consolidated Statements of Operations 4 Consolidated Statements of Comprehensive Loss 5 Consolidated Statements of Redeemable Convertible Preferred Stock and Stockho |
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| April 1, 2024 |
Exhibit 10.4 I. PURPOSE OF THE PLAN The Plan is intended to promote the interests of the Company by providing eligible employees of a Participating Company with the opportunity to acquire a proprietary interest in the Company through payroll deductions. The Company intends that the Plan qualify as an “employee stock purchase plan” under Code Section 423 for one or more specified offerings made und |
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| April 1, 2024 |
Exhibit 3.2 GCT SEMICONDUCTOR HOLDING, INC. AMENDED AND RESTATED BY-LAWS Article I. - General. 1.1. Registered Offices. The registered office of GCT Semiconductor Holding, Inc. (the “Corporation”) shall be at 1013 Centre Road, in the City of Wilmington, County of New Castle, State of Delaware. The Corporation may also have offices at such other places both within and without the State of Delaware |
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| April 1, 2024 |
Exhibit 10.2 LOCK-UP AGREEMENT March [ ], 2024 GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, CA 95131 Attention: John Schlaefer Re: Lock-Up Agreement for Company Shares Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with that certain Business Combination Agreement, dated as of November 2, 2023, by and among Concord A |
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| March 27, 2024 |
NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 08, 2024, pursuant to the provisions of Rule 12d2-2 (a). |
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| March 22, 2024 |
GCT Semiconductor Announces Appointment of Edmond Cheng as Chief Financial Officer Filed by Concord Acquisition Corp III pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Concord Acquisition Corp III Commission File No. |
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| March 11, 2024 |
CNDB / Concord Acquisition Corp III / Meteora Capital, LLC Passive Investment SC 13G/A 1 meteoracndb022924a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Concord Acquisition Corp III (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 20607V106 (CUSIP Number) February 29, 2024 (Date of Event Which Requires Filing of this Stat |
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| March 8, 2024 |
CONCORD ACQUISITION CORP III (“the Company”) CLAWBACK POLICY Exhibit 97.1 CONCORD ACQUISITION CORP III (“the Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability. The Board has therefore adopted this policy which provides for the recoupment of certain executive compe |
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| March 8, 2024 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41013 CONCORD AC |
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| February 29, 2024 |
Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders 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): February 27, 2024 Concord Acquisition Corp III (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41013 (Commission Fil |
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| February 15, 2024 |
Filed by Concord Acquisition Corp III pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Concord Acquisition Corp III Commission File No. |
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| February 14, 2024 |
CNDB / Concord Acquisition Corp III / RIVERNORTH CAPITAL MANAGEMENT, LLC Passive Investment SC 13G 1 fp0087161-17sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* Concord Acquisition Corp III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securiti |
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| February 14, 2024 |
CNDB / Concord Acquisition Corp III / MOORE CAPITAL MANAGEMENT, LP Passive Investment SC 13G 1 formsc13g-concord.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Concord Acquisition Corp III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 20607V106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement |
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| February 14, 2024 |
CNDB / Concord Acquisition Corp III / Meteora Capital, LLC Passive Investment UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No. |
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| February 14, 2024 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Concord Acquisition Corp III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 20607V205 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to |
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| February 14, 2024 |
TABLE OF CONTENTS Filed Pursuant to Rule 424(b)(3) Registration No. 333-275522 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 D |
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| February 14, 2024 |
CNDB / Concord Acquisition Corp III / Walleye Capital LLC - SC 13G Passive Investment SC 13G 1 ef20021655sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Concord Acquisition Corp III (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 20607V106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statem |
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| February 13, 2024 |
CNDB / Concord Acquisition Corp III / MIZUHO FINANCIAL GROUP INC - SC 13G Passive Investment SC 13G 1 d705364dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Concord Acquisition Corp III (Name of Issuer) Common Shares (Title of Class of Securities) 20607V106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d |
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| February 13, 2024 |
EX-99.B 3 d705364dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g |
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| February 13, 2024 |
EX-99.A 2 d705364dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100 |
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| February 12, 2024 |
Concord Acquisition Corp III 477 Madison Avenue, 22nd Floor New York, New York 10022 Concord Acquisition Corp III 477 Madison Avenue, 22nd Floor New York, New York 10022 February 12, 2024 Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, DC 20549 Attention: Eranga Dias Erin Purnell Re: Concord Acquisition Corp III Registration Statement on Form S-4 File No. |
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| February 9, 2024 |
February 9, 2024 Securities and Exchange Commission Office of Manufacturing Division of Corporation Finance 100 F Street NE Washington, D. |
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| February 9, 2024 |
CNDB / Concord Acquisition Corp III / PERISCOPE CAPITAL INC. - SC 13G Passive Investment SC 13G 1 d773447dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Concord Acquisition Corp III (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 20607V106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this State |
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| February 9, 2024 |
As filed with the Securities and Exchange Commission on February 9, 2024 Table of Contents As filed with the Securities and Exchange Commission on February 9, 2024 Registration Statement No. |
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| February 9, 2024 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Concord Acquisition Corp III (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 20607V106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Chec |
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| February 7, 2024 |
SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Concord Acquisition Corp III (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 20607V106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Chec |
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| January 31, 2024 |
Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) Concord Acquisition Corp III (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Class A Common Stock, par value $0. |
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| January 31, 2024 |
Consent of Kyeongho Lee to be named as a director. Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Concord Acquisition Corp III of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the |
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| January 31, 2024 |
Consent of Hyunsoo Shin to be named as a director. Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Concord Acquisition Corp III of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the |
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| January 31, 2024 |
Exhibit 10.19 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. General Services Agreement Between Verizon Sourcing LLC And GCT Semiconductor, Inc. Verizon Proprietary and Confidential TABLE OF CONTENTS Page 1. T |
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| January 31, 2024 |
Consent of Robert Barker to be named as a director. Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Concord Acquisition Corp III of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the |
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| January 31, 2024 |
Consent of Jeff Tuder to be named as a director. Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Concord Acquisition Corp III of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the |
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| January 31, 2024 |
As filed with the Securities and Exchange Commission on January 31, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 31, 2024 Registration Statement No. |
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| January 31, 2024 |
EX-99.1 2 d643720dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Concord Acquisition Corp III dated as of January 31, 2024 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance wit |
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| January 31, 2024 |
CNDB / Concord Acquisition Corp III / Harraden Circle Investments, LLC - SC 13G Passive Investment SC 13G 1 d643720dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Concord Acquisition Corp III 20607V106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule 13d-1(b) ☒ |
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| January 31, 2024 |
Consent of John Schlaefer to be named as a director. Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Concord Acquisition Corp III of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the |
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| January 31, 2024 |
January 31, 2024 Securities and Exchange Commission Office of Manufacturing Division of Corporation Finance 100 F Street NE Washington, D. |
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| January 31, 2024 |
Consent of Kukjin Chun to be named as a director. Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Concord Acquisition Corp III of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the |
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| January 31, 2024 |
Exhibit 10.20 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. STATEMENT OF WORK VERIZON This Statement of Work (“SOW) is entered into by and between GCT Semiconductor, Inc, a Delaware corporation, having an off |
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| January 31, 2024 |
Form of Preliminary Proxy Card to be used by the Registrant. Exhibit 99.1 PRELIMINARY Proxy Card concord Acquisition Corp iii THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON February 27, 2024 The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice and Proxy Statement, dated February , 2024, in connection with the Special Meeting of Stockholders |
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| January 25, 2024 |
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): January 19, 2024 Concord Acquisition Corp III (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41013 (Commission File |
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| January 25, 2024 |
Exhibit 99.1 Concord Acquisition Corp III Receives Noncompliance Notification from the New York Stock Exchange Regarding Minimum Public Stockholders New York, New York, January 25, 2024 — Concord Acquisition Corp III (the “Company”) announced it had received a notification dated January 19, 2024 (the “Notice”) from the New York Stock Exchange (the “NYSE”) informing the Company that, because the nu |
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| January 25, 2024 |
United States securities and exchange commission logo January 25, 2024 Jeff Tuder Chief Executive Officer Concord Acquisition Corp III 477 Madison Avenue, 22nd Floor New York, New York 10022 Re: Concord Acquisition Corp III Amendment No. |
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| January 19, 2024 |
SC 13G/A 1 p24-0166sc13ga.htm CONCORD ACQUISITION CORP III SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Concord Acquisition Corp III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 20607V106 (CUSIP Number) December 31, 2023 (Date of event which requires filing |
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| January 11, 2024 |
Exhibit 10.17 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. MASTER FOUNDRY PRODUCT DEVELOPMENT AGREEMENT between GCT Semiconductor, Inc. GCT Research, Inc. and SAMSUNG ELECTRONICS CO., LTD. Page : 1 of 22 MAS |
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| January 11, 2024 |
Exhibit 10.18 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Project Statement for Product [***] This Project Statement (“Project Statement”) is entered into as of July 31, 2020 (“Project Statement Effective D |
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| January 11, 2024 |
As filed with the Securities and Exchange Commission on January 10, 2024 TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 10, 2024 Registration Statement No. |
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| January 10, 2024 |
January 10, 2024 Securities and Exchange Commission Office of Trade & Services Division of Corporation Finance 100 F Street NE Washington, D. |
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| January 9, 2024 |
CNDB / Concord Acquisition Corp III / Sea Otter Advisors LLC - AMENDMENT NO. 1 Passive Investment SC 13G/A 1 g1228233sc13ga1.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* CONCORD ACQUISITION CORP III (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 20607V106 (CUSIP Number) 12/19`/2023 (Date of Event Which Requires Filing of This Stateme |
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| January 5, 2024 |
United States securities and exchange commission logo January 5, 2024 Jeff Tuder Chief Executive Officer Concord Acquisition Corp III 477 Madison Avenue, 22nd Floor New York, New York 10022 Re: Concord Acquisition Corp III Amendment No. |
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| December 28, 2023 |
CNDB / Concord Acquisition Corp III / Sea Otter Advisors LLC Passive Investment SC 13G 1 g1220236sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CONCORD ACQUISITION CORP III (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 20607V106 (CUSIP Number) 11/01/2023 (Date of Event Which Requires Filing of This Statement) Check the appropria |
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| December 21, 2023 |
As filed with the Securities and Exchange Commission on December 21, 2023 Table of Contents As filed with the Securities and Exchange Commission on December 21, 2023 Registration Statement No. |
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| December 21, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) Concord Acquisition Corp III (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Class A Common Stock, par value $0. |
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| December 21, 2023 |
December 21, 2023 Securities and Exchange Commission Office of Trade & Services Division of Corporation Finance 100 F Street NE Washington, D. |
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| December 8, 2023 |
United States securities and exchange commission logo December 8, 2023 Jeff Tuder Chief Executive Officer Concord Acquisition Corp III 477 Madison Avenue, 22nd Floor New York, New York 10022 Re: Concord Acquisition Corp III Registration Statement on Form S-4 Filed November 13, 2023 File No. |
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| November 14, 2023 |
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Concord Acquisition Corp III (Ex |
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| November 13, 2023 |
As filed with the Securities and Exchange Commission on November 13, 2023 Table of Contents As filed with the Securities and Exchange Commission on November 13, 2023 Registration Statement No. |
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| November 13, 2023 |
Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) Concord Acquisition Corp III (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Class A Common Stock, par value $0. |
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| November 13, 2023 |
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 7, 2023 Concord Acquisition Corp III (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41013 (Commission File |
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| November 13, 2023 |
Exhibit 3.1 certificate of amendment TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CONCORD ACQUISITION CORP III November 7, 2023 Concord Acquisition Corp III, a corporation organized and existing under the laws of the State of Delaware (the "Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Concord Acquisition Corp III” The original certificate of inco |
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| November 9, 2023 |
SC 13G 1 d547429dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Concord Acquisition Corp III 20607V106 (CUSIP Number) November 3, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule 13d-1(b) ☒ |
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| November 9, 2023 |
EX-99.1 2 d547429dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Concord Acquisition Corp III dated as of November 9, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance wit |
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| November 8, 2023 |
Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among Concord Acquisition Corp III, Gibraltar Merger Sub Inc., and GCT Semiconductor, Inc. Dated as of November 2, 2023 Table of Contents Page Article I. DEFINITIONS 3 Section 1.01 Certain Definitions 3 Section 1.02 Further Definitions 16 Section 1.03 Construction 19 Article II. AGREEMENT AND PLAN OF MERGER 20 Section 2.01 The Mer |
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| November 8, 2023 |
Exhibit 10.2 FORM OF LOCK-UP AGREEMENT [date] [Shareholder/Sponsor] Re: Lock-Up Agreement for Company Shares Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with that certain Business Combination Agreement, dated as of November 2, 2023 (this “Agreement”), by and among Concord Acquisition Corp III, a Delaware corporation (“SPAC”), Gibraltar Merger |
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| November 8, 2023 |
Form of PIPE Subscription Agreement. Exhibit 10.3 Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 2nd day of November, 2023, by and among Concord Acquisition Corp III, a Delaware corporation (the “Company”), GCT Semiconductor, Inc., a Delaware corporation (“Target”), and the party identified as the “Subscriber” on the signature page hereto (the “Subscriber” and |
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| November 8, 2023 |
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 of incorporation) 001-41013 (Commission File |
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| November 8, 2023 |
Form of Registration Rights Agreement Exhibit 10.1 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [date], by and among GCT Semiconductor Holding, Inc., a Delaware corporation (“Pubco”) and the undersigned parties listed as “Investors” on the signature page hereto (each an “Investor” and, collectively, the “Investors”). WHEREAS, Concord Acquisition Corp III, a Delaware corporati |
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| November 8, 2023 |
Exhibit 10.3 Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 2nd day of November, 2023, by and among Concord Acquisition Corp III, a Delaware corporation (the “Company”), GCT Semiconductor, Inc., a Delaware corporation (“Target”), and the party identified as the “Subscriber” on the signature page hereto (the “Subscriber” and |
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| November 8, 2023 |
Exhibit 10.2 FORM OF LOCK-UP AGREEMENT [date] [Shareholder/Sponsor] Re: Lock-Up Agreement for Company Shares Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with that certain Business Combination Agreement, dated as of November 2, 2023 (this “Agreement”), by and among Concord Acquisition Corp III, a Delaware corporation (“SPAC”), Gibraltar Merger |
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| November 8, 2023 |
Exhibit 10.4 EXECUTION VERSION SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT, dated as of November 2, 2023 (this “Agreement”), by and among Concord Sponsor Group III LLC, a Delaware limited liability company (“Sponsor”), CA2 Co-Investment LLC, a Delaware limited liability company (“CA2” and, together with Sponsor, the “Sponsor Parties”), Concord Acquisition Corp III, a Delaware corporat |
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| November 8, 2023 |
Form of Registration Rights Agreement. Exhibit 10.1 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [date], by and among GCT Semiconductor Holding, Inc., a Delaware corporation (“Pubco”) and the undersigned parties listed as “Investors” on the signature page hereto (each an “Investor” and, collectively, the “Investors”). WHEREAS, Concord Acquisition Corp III, a Delaware corporati |
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| November 8, 2023 |
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 of incorporation) 001-41013 (Commission File |
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| November 8, 2023 |
Exhibit 10.5 EXECUTION VERSION STOCKHOLDER SUPPORT AGREEMENT STOCKHOLDER SUPPORT AGREEMENT, dated as of November 2, 2023 (this “Agreement”), by and among Concord Acquisition Corp III, a Delaware corporation (“SPAC”), GCT Semiconductor, Inc., a Delaware corporation (the “Company”), and certain of the stockholders of the Company whose names appear on the signature pages of this Agreement (each, a “S |
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| November 8, 2023 |
Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among Concord Acquisition Corp III, Gibraltar Merger Sub Inc., and GCT Semiconductor, Inc. Dated as of November 2, 2023 Table of Contents Page Article I. DEFINITIONS 3 Section 1.01 Certain Definitions 3 Section 1.02 Further Definitions 16 Section 1.03 Construction 19 Article II. AGREEMENT AND PLAN OF MERGER 20 Section 2.01 The Mer |
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| November 8, 2023 |
Exhibit 10.5 EXECUTION VERSION STOCKHOLDER SUPPORT AGREEMENT STOCKHOLDER SUPPORT AGREEMENT, dated as of November 2, 2023 (this “Agreement”), by and among Concord Acquisition Corp III, a Delaware corporation (“SPAC”), GCT Semiconductor, Inc., a Delaware corporation (the “Company”), and certain of the stockholders of the Company whose names appear on the signature pages of this Agreement (each, a “S |
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| November 8, 2023 |
Exhibit 10.4 EXECUTION VERSION SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT, dated as of November 2, 2023 (this “Agreement”), by and among Concord Sponsor Group III LLC, a Delaware limited liability company (“Sponsor”), CA2 Co-Investment LLC, a Delaware limited liability company (“CA2” and, together with Sponsor, the “Sponsor Parties”), Concord Acquisition Corp III, a Delaware corporat |
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| November 3, 2023 |
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 3, 2023 Concord Acquisition Corp III (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41013 (Commission File |
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| November 3, 2023 |
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 3, 2023 Concord Acquisition Corp III (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41013 (Commission File |
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| November 3, 2023 |
Exhibit 99.1 GCT Semiconductor to Become Publicly Listed via Merger with Concord Acquisition Corp III, Enhancing the 5G Silicon Ecosystem · Pro forma valuation of GCT of $661 million, which includes up to 20.0 million performance-based earnout shares · Transaction values GCT at a pro forma enterprise value of approximately $461 million at closing · Transaction is expected to provide GCT with up to |
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| November 3, 2023 |
Exhibit 99.1 GCT Semiconductor to Become Publicly Listed via Merger with Concord Acquisition Corp III, Enhancing the 5G Silicon Ecosystem · Pro forma valuation of GCT of $661 million, which includes up to 20.0 million performance-based earnout shares · Transaction values GCT at a pro forma enterprise value of approximately $461 million at closing · Transaction is expected to provide GCT with up to |
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| November 3, 2023 |
GCT Semiconductor, Inc. GCT Semiconductor, Inc. Investor Presentation November 2023 Exhibit 99.2 GCT Semiconductor, Inc. GCT Semiconductor, Inc. Investor Presentation November 2023 GCT Semiconductor, Inc. 2 Legal Disclaimer The information contained in this presentation is provided solely to assist interested parties in making their own evaluation wi th respect to a potential business combination between GCT Semiconductor, Inc. (“GCT”) and Concord Acquisition Corp III (“Concord”) |
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| November 3, 2023 |
GCT Semiconductor, Inc. GCT Semiconductor, Inc. Investor Presentation November 2023 Exhibit 99.2 GCT Semiconductor, Inc. GCT Semiconductor, Inc. Investor Presentation November 2023 GCT Semiconductor, Inc. 2 Legal Disclaimer The information contained in this presentation is provided solely to assist interested parties in making their own evaluation wi th respect to a potential business combination between GCT Semiconductor, Inc. (“GCT”) and Concord Acquisition Corp III (“Concord”) |
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| November 2, 2023 |
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 of incorporation) 001-41013 (Commission File |
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| November 2, 2023 |
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 of incorporation) 001-41013 (Commission File |
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| October 31, 2023 |
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): October 31, 2023 Concord Acquisition Corp III (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41013 (Commission File |
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| October 31, 2023 |
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): October 31, 2023 Concord Acquisition Corp III (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41013 (Commission File |
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| October 30, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): October 30, 2023 Concord Acquisition Corp III (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41013 (Commission File |
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| October 30, 2023 |
Exhibit 10.1 NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (this “Agreement”) is entered into as of [·], 2023, by and among Concord Acquisition Corp III, a Delaware corporation (“SPAC”), Concord Sponsor Group III LLC, a Delaware limited liability company (“Sponsor”), and the undersigned investor (“Investor”). RECITALS WHEREAS, SPAC expects to hold a special meeting of stockholders (the “M |
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| October 25, 2023 |
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): October 25, 2023 Concord Acquisition Corp III (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41013 (Commission File |
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| October 25, 2023 |
Regulation FD Disclosure, Financial Statements and Exhibits 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): October 25, 2023 Concord Acquisition Corp III (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41013 (Commission File |
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| October 13, 2023 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State |
