GCT Semiconductor Holding, Inc. Files S-1/A Amendment

TL;DR

GCT Semi files S-1/A update. Looks like they're still figuring things out post-Concord III.

AI Summary

GCT Semiconductor Holding, Inc. filed an S-1/A amendment on May 17, 2024, detailing its business and financial information. The company, formerly Concord Acquisition Corp III, is incorporated in Delaware and operates in the semiconductors & related devices industry. Its principal executive offices are located at 477 Madison Avenue, New York, NY.

Why It Matters

This filing provides updated information for investors and the public regarding GCT Semiconductor Holding, Inc.'s business operations and financial status as it navigates its corporate journey.

Risk Assessment

Risk Level: medium — The S-1/A filing indicates a company undergoing significant corporate changes and seeking to establish its public presence, which inherently carries higher risk.

Key Numbers

• 333-278809 — SEC File Number (Identifies the specific SEC filing series for GCT Semiconductor Holding, Inc.)
• 0001851961 — Central Index Key (Unique identifier for GCT Semiconductor Holding, Inc. in SEC filings.)

Key Players & Entities

• GCT Semiconductor Holding, Inc. (company) — Filer of the S-1/A amendment
• Concord Acquisition Corp III (company) — Former name of GCT Semiconductor Holding, Inc.
• 20240517 (date) — Filing date of the S-1/A amendment
• 477 Madison Avenue, New York, NY 10022 (location) — Business and mailing address

FAQ

Key Financial Figures

• $0.0001 — 26,724,001 shares of our common stock, $0.0001 par value per share (the "Common Stock"
• $11.50 — rivate Placement Warrants at a price of $11.50 per share, which were initially issued
• $1 — nsors at an effective purchase price of $1.00, (b) 19,685,138 shares of Common Sto
• $0.00 — n effective purchase price ranging from $0.00 to $120.48 per share, (c) up to 4,529,9
• $120.48 — ve purchase price ranging from $0.00 to $120.48 per share, (c) up to 4,529,967 shares o
• $6.67 — res") at an effective purchase price of $6.67 per share, (d) up to 1,781,626 shares o
• $5,000,000 — Noteholder") in the principal amount of $5,000,000 and (f) up to 2,894,001 shares of Commo
• $5 — he GCT Warrants at an exercise price of $5.00, $10.00, and $18.75 per share, as ap
• $10 — Warrants at an exercise price of $5.00, $10.00, and $18.75 per share, as applicable
• $18.75 — an exercise price of $5.00, $10.00, and $18.75 per share, as applicable and (ii) up to
• $1.00 — nsors at an effective purchase price of $1.00. See " Information Related to Offered S
• $107,870,019 — ive up to an aggregate of approximately $107,870,019 if all of the Warrants held by the Sell
• $5.88 — e closing price of our Common Stock was $5.88 per share. There can be no assurance th
• $0.22 — the closing price of our Warrants, was $0.22 per Warrant. We are an "emerging growt

Filing Documents

• tmb-20240331xs1a.htm (S-1/A) — 7504KB
• tmb-20240331xex5d1.htm (EX-5.1) — 12KB
• tmb-20240331xex23d1.htm (EX-23.1) — 2KB
• tmb-20240331xex23d2.htm (EX-23.2) — 4KB
• tmb-20240331xs1a010.jpg (GRAPHIC) — 34KB
• tmb-20240331xs1a011.jpg (GRAPHIC) — 52KB
• tmb-20240331xs1a012.jpg (GRAPHIC) — 60KB
• tmb-20240331xs1a013.jpg (GRAPHIC) — 46KB
• tmb-20240331xs1a014.jpg (GRAPHIC) — 70KB
• tmb-20240331xs1a015.jpg (GRAPHIC) — 51KB
• tmb-20240331xex5d1001.jpg (GRAPHIC) — 4KB
• tmb-20240331xex5d1002.jpg (GRAPHIC) — 8KB
• 0001410578-24-000917.txt ( ) — 32685KB
• tmb-20240331.xsd (EX-101.SCH) — 195KB
• tmb-20240331_cal.xml (EX-101.CAL) — 131KB
• tmb-20240331_def.xml (EX-101.DEF) — 868KB
• tmb-20240331_lab.xml (EX-101.LAB) — 1242KB
• tmb-20240331_pre.xml (EX-101.PRE) — 1443KB
• tmb-20240331xs1a_htm.xml (XML) — 5346KB

USE OF PROCEEDS

USE OF PROCEEDS 41 DETERMINATION OF OFFERING PRICE 42 MARKET INFORMATION FOR SECURITIES AND DIVIDEND POLICY 43 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 44

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 57

BUSINESS

BUSINESS 72 MANAGEMENT AND BOARD OF DIRECTORS 86 EXECUTIVE AND DIRECTOR COMPENSATION 93 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 97 BENEFICIAL OWNERSHIP OF SECURITIES 102 SELLING SECURITYHOLDERS 104

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 115 PLAN OF DISTRIBUTION 121 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 125 LEGAL MATTERS 131 EXPERTS 131 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 131 WHERE YOU CAN FIND MORE INFORMATION 132 INDEX TO FINANCIAL STATEMENTS F-1 We have not, and the Selling Securityholders have not, authorized anyone to provide any information or to make any representations other than those contained in this prospectus or in any free writing prospectuses prepared by or on behalf of us or to which we have referred you. We and the Selling Securityholders take no responsibility for, and can provide no assurance as to the reliability of, any other information that others may give you. This prospectus is an offer to sell only the shares of Common Stock offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so. The information contained in this prospectus or in any applicable free writing prospectus is current only as of its date, regardless of its time of delivery or any sale of our shares of Common Stock. Our business, financial condition, results of operations and prospects may have changed since that date. For investors outside of the United States: we have not, and the Selling Securityholders has not, done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. Persons outside of the United States who come into possession of this prospectus must inform themselves about, and observe any restrictions relating to, the offering of our shares of Common Stock and the distribution of this prospectus outside of the United States. To the extent there is a conflict between the information contained in this prospectus, on the one hand, and the information contained in any document incorporated by reference filed with the SEC before the date of this prospectus, on t

View Full Filing

View this S-1/A filing on SEC EDGAR