GCT Semiconductor Holding, Inc. Files S-1 for Potential Public Offering

TL;DR

<b>GCT Semiconductor Holding, Inc. has filed an S-1 registration statement, signaling a potential move towards a public offering.</b>

AI Summary

GCT Semiconductor Holding, Inc. (GCTS-WT) filed a IPO Registration (S-1) with the SEC on April 19, 2024. GCT Semiconductor Holding, Inc. filed an S-1 registration statement on April 19, 2024. The company was formerly known as Concord Acquisition Corp III. The filing indicates a fiscal year end of December 31. The business and mailing address are listed as 477 Madison Avenue, New York, NY 10022. The filing includes references to fair value adjustments of warrants and related party members.

Why It Matters

For investors and stakeholders tracking GCT Semiconductor Holding, Inc., this filing contains several important signals. This S-1 filing is a crucial step for GCT Semiconductor Holding, Inc. as it prepares for a potential public offering, allowing investors to assess the company's financial health and future prospects. The historical information about Concord Acquisition Corp III and the details on warrant valuations provide context for understanding the company's structure and financial instruments.

Risk Assessment

Risk Level: medium — GCT Semiconductor Holding, Inc. shows moderate risk based on this filing. The filing is an S-1, which is a preliminary registration statement for a public offering, indicating potential future financial activities and risks associated with going public.

Analyst Insight

Monitor future filings for details on the offering size, pricing, and use of proceeds to assess investment potential.

Key Numbers

• 2024-04-19 — Filing Date (S-1 filing date)
• 1231 — Fiscal Year End (Company's fiscal year end)
• 212-883-4330 — Business Phone (Company's business phone number)
• 2021-03-18 — Date of Name Change (Date Concord Acquisition Corp III changed its name)

Key Players & Entities

• GCT Semiconductor Holding, Inc. (company) — Filer name
• Concord Acquisition Corp III (company) — Former company name
• 477 Madison Avenue (location) — Business and mailing address
• New York (location) — City for business and mailing address
• DE (location) — State of incorporation

FAQ

Risk Factors

• Fair Value Measurements of Warrants [medium — financial]: The filing details fair value measurements for public, private placement, and sponsor loan warrants across different fair value input levels (Level 1, 2, and 3) for fiscal years ending December 31, 2023, and 2022.

Industry Context

The filing pertains to a semiconductor company, a sector characterized by rapid technological advancement, significant R&D investment, and competitive market dynamics.

Regulatory Implications

The S-1 filing is a regulatory requirement by the U.S. Securities and Exchange Commission (SEC) for companies planning to offer securities to the public.

What Investors Should Do

1. Review the full S-1 filing for detailed financial statements and business descriptions.
2. Track subsequent amendments to the S-1 for updates on the offering terms and timeline.
3. Analyze the company's competitive landscape and technological advantages within the semiconductor industry.

Key Dates

• 2024-04-19: S-1 Filing — Indicates potential public offering
• 2021-03-18: Name Change — Concord Acquisition Corp III became GCT Semiconductor Holding, Inc.

Glossary

S-1

A registration statement filed with the SEC by companies intending to make a public offering of securities. (Indicates the company is preparing for a public offering.)

Fair Value Measurements

Valuation techniques used to determine the fair value of assets and liabilities, categorized by the level of input used (Level 1, 2, or 3). (Provides insight into how the company values its financial instruments, such as warrants.)

Year-Over-Year Comparison

This is an initial S-1 filing for GCT Semiconductor Holding, Inc. (formerly Concord Acquisition Corp III), indicating a new phase for the company's public market presence.

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, (b) 19,685,138 Common Stock
• $6.67 — ments (the "PIPE Shares") at a 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
• $5.02 — e closing price of our Common Stock was $5.02 per share, and the closing price of our
• $0.18 — the closing price of our Warrants, was $0.18 per Warrant. We are an "emerging growt

Filing Documents

• tmb-20231231xs1.htm (S-1) — 5379KB
• tmb-20231231xex5d1.htm (EX-5.1) — 12KB
• tmb-20231231xex23d1.htm (EX-23.1) — 3KB
• tmb-20231231xex23d2.htm (EX-23.2) — 2KB
• tmb-20231231xexfilingfees.htm (EX-FILING FEES) — 56KB
• tmb-20231231xs1009.jpg (GRAPHIC) — 34KB
• tmb-20231231xs1010.jpg (GRAPHIC) — 52KB
• tmb-20231231xs1011.jpg (GRAPHIC) — 60KB
• tmb-20231231xs1012.jpg (GRAPHIC) — 46KB
• tmb-20231231xs1013.jpg (GRAPHIC) — 70KB
• tmb-20231231xs1014.jpg (GRAPHIC) — 51KB
• tmb-20231231xex5d1001.jpg (GRAPHIC) — 4KB
• tmb-20231231xex5d1002.jpg (GRAPHIC) — 8KB
• 0001410578-24-000518.txt (&nbsp;) — 21692KB
• tmb-20231231.xsd (EX-101.SCH) — 140KB
• tmb-20231231_cal.xml (EX-101.CAL) — 121KB
• tmb-20231231_def.xml (EX-101.DEF) — 611KB
• tmb-20231231_lab.xml (EX-101.LAB) — 1071KB
• tmb-20231231_pre.xml (EX-101.PRE) — 956KB
• tmb-20231231xs1_htm.xml (XML) — 3735KB

USE OF PROCEEDS

USE OF PROCEEDS 30 DETERMINATION OF OFFERING PRICE 31 MARKET INFORMATION FOR SECURITIES AND DIVIDEND POLICY 32 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION 33

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

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 47

BUSINESS

BUSINESS 60 MANAGEMENT AND BOARD OF DIRECTORS 74 EXECUTIVE AND DIRECTOR COMPENSATION 81 CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS 85 BENEFICIAL OWNERSHIP OF SECURITIES 90 SELLING SECURITYHOLDERS 92

DESCRIPTION OF SECURITIES

DESCRIPTION OF SECURITIES 104 PLAN OF DISTRIBUTION 110 MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS 114 LEGAL MATTERS 120 EXPERTS 120 CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT 120 WHERE YOU CAN FIND MORE INFORMATION 121 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 filing on SEC EDGAR