10-Q

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

☐	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.

(Exact Name of Registrant as Specified in its Charter)

Delaware	86-2171699
(State or other jurisdiction of<br><br>incorporation or organization)	(I.R.S. Employer<br>Identification No.)
2290 North 1st Street, Suite 201<br><br>San Jose, California	95131
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (408) 434‑6040

Not Applicable

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading<br><br>Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	GCTS	The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Common Stock for $11.50 per share	GCTSW	The New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b‑2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐
Non-accelerated filer	☒	Smaller reporting company	☒
Emerging growth company	☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b‑2 of the Exchange Act). Yes ☐ No ☒

As of August 7, 2025, the registrant had 55,859,904 shares of common stock, $0.0001 par value per share, outstanding.

Special Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10‑Q contains forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995, including statements about our financial condition, results of operations, earnings outlook and our prospects. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. Forward-looking statements are typically identified by words such as “plan,” “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,” “continue,” “could,” “may,” “might,” “possible,” “potential,” “predict,” “should,” “would” and other similar words and expressions, but the absence of these words does not mean that a statement is not forward-looking.

The forward-looking statements are based on the current expectations of our management and are inherently subject to uncertainties and changes in circumstances and their potential effects and speak only as of the date of such statement. These forward-looking statements involve a number of risks, uncertainties or other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, the following:

our ability to develop new 5th generation (“5G”) products under collaboration agreements with our major partners;
our financial and business performance, including our financial projections and business metrics;
macroeconomic conditions, including labor disputes, depreciation of the U.S. dollar, volatility in the capital markets, inflationary impacts and disruptions to the global supply chain;
the imposition of duties and tariffs and other trade barriers and retaliatory countermeasures implemented by the U.S. and other governments;
changes in our strategy, future operations, financial position, estimated revenues and losses, forecasts, projected costs, prospects and plans;
increase in supply chain costs, including raw materials, sourcing, transportation and energy;
our inability to anticipate the future market demands and future needs of our customers;
the impact of component shortages, suppliers’ lack of production capacity, natural disasters or pandemics on our sourcing operations and supply chain;
our ability to meet the prospective delivery time for our products and fulfill customer orders;
our future capital requirements and sources and uses of cash;
our ability to cover our future capital expenditures and to pay down our near-term debt obligations;
our ability to obtain funding and raise capital for our operations;
our ability to access to the capital markets and credit markets;
our anticipated financial performance, including gross margin, and the expectation that our future results of operations will fluctuate on a quarterly basis for the foreseeable future;
our expected capital expenditures, cost of revenue and other future expenses, and the sources of funds to satisfy the liquidity needs of the Company;
our ability to maintain the listing of our common stock on the NYSE;
technology, cybersecurity, and data privacy risks;
intense market competition;
geopolitical conditions, including political instability in the U.S. and Korea, unrest and sanctions, war, conflict, including the ongoing conflicts between Russia and Ukraine, conflicts in the Middle East, and increasing tensions between China and Taiwan;
legislative and regulatory risks, including those relating to the recent enactment of the One Big Beautiful Bill Act;

i

uncertainties and risks relating to new trade regulations, including tariffs and export control regulations;
reputational risks; and
other risks and uncertainties indicated or referenced in this Quarterly Report on Form 10‑Q, including those set forth under the section entitled “Risk Factors.”

A detailed discussion of risks and uncertainties that could cause actual results and events to differ materially from such forward-looking statements is included in the section entitled “Risk Factors” contained in our Annual Report on Form 10‑K filed with the Securities and Exchange Commission (“SEC”) on March 25, 2025. These forward-looking statements are based on information available as of the date of this Quarterly Report on Form 10‑Q, and current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. New risk factors emerge from time to time, and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

		Page
Part I.	FINANCIAL INFORMATION	1
Item 1.	Financial Statements (Unaudited)	1
	Condensed Consolidated Balance Sheets	1
	Condensed Consolidated Statements of Operations	2
	Condensed Consolidated Statements of Comprehensive Income (Loss)	3
	Condensed Consolidated Statements of Stockholders’ Deficit	4
	Condensed Consolidated Statements of Cash Flows	5
	Notes to Unaudited Condensed Consolidated Financial Statements	6
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	35
Item 4.	Controls and Procedures	35
Part II.	OTHER INFORMATION	37
Item 1.	Legal Proceedings	37
Item 1A.	Risk Factors	37
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	37
Item 3.	Defaults Upon Senior Securities	37
Item 4.	Mine Safety Disclosures	37
Item 5.	Other Information	37
Item 6.	Exhibits	38
Signatures		39

iii

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

GCT SEMICONDUCTOR HOLDING, INC.

Condensed Consolidated Balance Sheets

(unaudited, in thousands, except per share amounts)

			December 31, 2024
Assets
Current assets:
Cash and cash equivalents	1,266		$	1,435
Accounts receivable, net	3,826			5,740
Inventory	2,995			2,977
Contract assets	5,962			5,107
Prepaid expenses and other current assets	1,697			2,332
Total current assets	15,746			17,591
Property and equipment, net	830			869
Operating lease right-of-use assets	589			849
Intangibles, net	10			65
Other assets	444			523
Total assets	17,619		$	19,897
Liabilities and Stockholders’ Deficit
Current liabilities:
Accounts payable	823		$	1,031
Contract liabilities	24			48
Accrued and other current liabilities	20,871			21,205
Common stock forward liability	20			315
Borrowings	46,675			37,626
Convertible promissory notes, current	5,123			—
Operating lease liabilities, current	508			697
Total current liabilities	74,044			60,922
Convertible promissory notes, net of current	—			4,947
Net defined benefit liabilities	8,052			7,055
Long-term operating lease liabilities	106			177
Income taxes payable	2,196			2,076
Warrant liabilities	3,111			3,750
Other liabilities	86			285
Total liabilities	87,595			79,212
Commitments and contingencies (Note 7)
Stockholders’ deficit:
Preferred stock, par value 0.0001 per share; 40,000 shares authorized as of June 30, 2025 and December 31, 2024; no shares issued and outstanding as of June 30, 2025 and December 31, 2024	—			—
Common stock, par value 0.0001 per share; 400,000 shares authorized as of June 30, 2025 and December 31, 2024; 55,784 and 47,987 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively	6			5
Additional paid-in capital	512,782			501,195
Accumulated other comprehensive income (loss)	(225	)		1,518
Accumulated deficit	(582,539	)		(562,033	)
Total stockholders’ deficit	(69,976	)		(59,315	)
Total liabilities and stockholders’ deficit	17,619		$	19,897

All values are in US Dollars.

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

GCT SEMICONDUCTOR HOLDING, INC.

Condensed Consolidated Statements of Operations

(unaudited, in thousands, except per share amounts)

	Three Months Ended<br>June 30,						Six Months Ended<br>June 30,
	2025			2024			2025			2024
Net revenues:
Product	$	408		$	18		$	499		$	2,396
Service		774			1,450			1,179			2,337
Total net revenues		1,182			1,468			1,678			4,733
Cost of net revenues:
Product		582			158			789			812
Service		222			389			423			1,047
Total cost of net revenues		804			547			1,212			1,859
Gross profit		378			921			466			2,874
Operating expenses:
Research and development		3,514			4,164			7,610			9,685
Sales and marketing		1,021			976			2,139			1,972
General and administrative		3,435			2,860			6,049			5,696
Gain on extinguishment of liability		—			—			—			(14,636	)
Total operating expenses		7,970			8,000			15,798			2,717
Income (loss) from operations		(7,592	)		(7,079	)		(15,332	)		157
Interest expense		(1,532	)		(760	)		(2,602	)		(2,842	)
Gain (loss) on foreign currency transactions, net		(3,217	)		816			(3,196	)		2,288
Change in fair value of common stock forward liability		—			(586	)		295			(586	)
Change in fair value of common stock warrant liabilities		(1,010	)		6,628			639			2,002
Change in fair value of convertible promissory notes		(157	)		14			(176	)		(1,189	)
Other income (expenses), net		9			(9	)		10			10
Loss before provision for income taxes		(13,499	)		(976	)		(20,362	)		(160	)
Provision for income taxes		39			67			144			126
Net loss	$	(13,538	)	$	(1,043	)	$	(20,506	)	$	(286	)
Net loss per common share:
Basic and diluted	$	(0.26	)	$	(0.02	)	$	(0.41	)	$	(0.01	)
Weighted average common shares outstanding:
Basic and diluted		51,703			44,060			49,666			34,764

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

GCT SEMICONDUCTOR HOLDING, INC.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(unaudited, in thousands)

	Three Months Ended<br>June 30,						Six Months Ended<br>June 30,
	2025			2024			2025			2024
Comprehensive income (loss), net of taxes:
Net loss	$	(13,538	)	$	(1,043	)	$	(20,506	)	$	(286	)
Foreign currency translation adjustment		(1,692	)		708			(1,743	)		1,772
Comprehensive income (loss)	$	(15,230	)	$	(335	)	$	(22,249	)	$	1,486

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

GCT SEMICONDUCTOR HOLDING, INC.

Condensed Consolidated Statements of Stockholders’ Deficit

(unaudited, in thousands)

									Accumulated
						Additional			Other						Total
	Common Stock					Paid-In			Comprehensive			Accumulated			Stockholders’
	Shares			Amount		Capital			Income (Loss)			Deficit			Deficit
Balance as of December 31, 2024		47,987		$	5	$	501,195		$	1,518		$	(562,033	)	$	(59,315	)
Issuance of common stock under common stock <br> purchase agreement		74			—		189			—			—			189
Issuance of common stock upon exercise of <br> stock options		173			—		19			—			—			19
Release of vested restricted stock units		19			—		—			—			—			—
Shares withheld related to net share settlement of<br> restricted stock units		(6	)		—		(11	)		—			—			(11	)
Stock-based compensation		—			—		511			—			—			511
Foreign currency translation adjustment		—			—		—			(51	)		—			(51	)
Net loss		—			—		—			—			(6,968	)		(6,968	)
Balance as of March 31, 2025		48,247			5		501,903			1,467			(569,001	)		(65,626	)
Issuance of common stock under common stock <br> purchase agreement		1			—		1			—			—			1
Issuance of common stock under at-market <br> agreement		298			—		471			—			—			471
Issuance of common stock and common stock <br> warrants in a registered direct offering		7,006			1		9,893			—			—			9,894
Issuance of common stock upon exercise of stock <br> options		14			—		2			—			—			2
Release of vested restricted stock units		218			—		—			—			—			—
Stock-based compensation		—			—		512			—			—			512
Foreign currency translation adjustment		—			—		—			(1,692	)		—			(1,692	)
Net loss		—			—		—			—			(13,538	)		(13,538	)
Balance as of June 30, 2025		55,784		$	6	$	512,782		$	(225	)	$	(582,539	)	$	(69,976	)
							Accumulated
---	---	---	---	---	---	---	---	---	---	---	---	---	---	---	---
					Additional		Other						Total
	Common Stock				Paid-In		Comprehensive			Accumulated			Stockholders’
	Shares		Amount		Capital		Income (Loss)			Deficit			Deficit
Balance as of December 31, 2023		24,166	$	3	$	435,752	$	(1,538	)	$	(549,654	)	$	(115,437	)
Reverse recapitalization transaction, net of <br> transaction costs and acquired liabilities		21,667		2		50,031		—			—			50,033
Stock-based compensation		—		—		1,223		—			—			1,223
Foreign currency translation adjustment		—		—		—		1,064			—			1,064
Net income		—		—		—		—			757			757
Balance as of March 31, 2024		45,833		5		487,006		(474	)		(548,897	)		(62,360	)
Issuance of common stock under common<br> stock purchase agreement		679		—		3,388		—			—			3,388
Issuance of commitment shares in connection<br> with common stock purchase agreement		57		—		—		—			—			—
Issuance of common stock to underwriter		110		—		667		—			—			667
Stock-based compensation		—		—		323		—			—			323
Foreign currency translation adjustment		—		—		—		708			—			708
Net loss		—		—		—		—			(1,043	)		(1,043	)
Balance as of June 30, 2024		46,679	$	5	$	491,384	$	234		$	(549,940	)	$	(58,317	)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

GCT SEMICONDUCTOR HOLDING, INC.

Condensed Consolidated Statements of Cash Flows

(unaudited, in thousands)

	Six Months Ended June 30,
	2025			2024
Operating activities:
Net loss	$	(20,506	)	$	(286	)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		331			379
Amortization of right-of-use assets		349			347
Stock-based compensation		1,023			1,546
Issuance of common stock to underwriter		—			667
Change in provision for credit losses		1,366			(547	)
Change in fair value of common stock forward liability		(295	)		586
Change in fair value of warrant liabilities		(639	)		(2,002	)
Change in fair value of convertible promissory notes		176			1,189
Gain on extinguishment of liability		—			(14,636	)
Changes in operating assets and liabilities:
Accounts receivable		548			253
Inventory		(18	)		(511	)
Contract assets		(855	)		(1,176	)
Prepaid expenses and other current assets		1,346			(1,702	)
Other assets		79			44
Accounts payable		(483	)		(3,356	)
Contract liabilities		(24	)		(25	)
Accrued and other current liabilities		1,188			(4,407	)
Net defined benefit liabilities		1,132			351
Income tax payable		(324	)		(29	)
Lease liabilities		(794	)		(341	)
Other liabilities		(189	)		(406	)
Net cash used in operating activities		(16,589	)		(24,062	)
Investing activities:
Purchases of property and equipment		(209	)		(131	)
Net cash used in investing activities		(209	)		(131	)
Financing activities:
Proceeds from borrowings		7,500			—
Proceeds from issuance of common stock under common stock purchase agreement		190			2,815
Proceeds from issuance of common stock under at-market agreement		487			—
Proceeds from issuance of common stock and common stock warrants in a registered direct offering		11,000			—
Proceeds from exercise of stock options		21			—
Payment of common stock issuance costs		(847	)		—
Tax withholding on restricted stock units		(11	)		—
Proceeds from reverse recapitalization and PIPE Financing, net of transaction costs		—			17,238
Proceeds from issuance of convertible promissory notes		—			16,290
Repayments of borrowings		(2,212	)		(7,853	)
Repayments of convertible promissory notes		—			(630	)
Net cash provided by financing activities		16,128			27,860
Effect of exchange rate changes on cash and cash equivalents		501			110
Net increase (decrease) in cash and cash equivalents		(169	)		3,777
Cash and cash equivalents at beginning of period		1,435			258
Cash and cash equivalents at end of period	$	1,266		$	4,035
Supplemental disclosure of cash flow information:
Cash paid for interest	$	2,711		$	2,144
Cash paid for income taxes	$	65		$	47
Cash paid for operating leases	$	361		$	377
Non-cash financing activities:
Unpaid common stock issuance costs included in accounts payable	$	275		$	—
Issuance of common stock from conversion of convertible promissory notes	$	—		$	41,209
Settlement of common stock forward liability in equity	$	—		$	51
Proceeds from issuance of common stock withheld for outstanding payables	$	—		$	488
Operating lease right-of-use assets obtained in exchange for operating lease liabilities	$	61		$	—

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

GCT SEMICONDUCTOR HOLDING, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

1. Organization and Liquidity

Description of Business

GCT Semiconductor Holding, Inc. (formerly known as Concord Acquisition Corp III) and its wholly owned subsidiaries (collectively “GCT” or the “Company”) is headquartered in San Jose, California, with international offices in South Korea, China, Taiwan, and Japan. The Company is a fabless semiconductor company that specializes in the design, manufacturing, and sale of communication semiconductors, including high-speed wireless communication technologies such as 5G/4.75G/4.5G/4G transceivers and modems, which are essential for a wide variety of industrial, business-to-business (“B2B”) and consumer applications.

On March 26, 2024 (the “Closing Date” or “Closing”), Concord Acquisition Corp III (“Concord III”), a Delaware corporation, consummated a series of transactions that resulted in the combination of Gibraltar Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of Concord III (“Merger Sub”), and GCT Semiconductor, Inc. (“Legacy GCT”), pursuant to a Business Combination Agreement, dated November 2, 2023 (as amended, the “Business Combination Agreement”), by and among Concord III, Merger Sub and Legacy GCT. Pursuant to the terms of the Business Combination Agreement, Merger Sub merged with and into Legacy GCT, with Legacy GCT surviving the merger as a wholly-owned subsidiary of Concord III (the “Business Combination”). On the Closing Date, Concord III changed its name from Concord III to “GCT Semiconductor Holding, Inc.”

The Business Combination was accounted for as a reverse recapitalization with Legacy GCT being the accounting acquirer and Concord III identified as the acquired company for accounting purposes. Subsequent to the Business Combination, the shares and net loss per common share information prior to the Closing have been retroactively restated as shares reflecting the exchange ratio established in the Closing of approximately 0.1868.

Prior to the Business Combination, Concord III’s public shares and public redeemable warrants were listed on the New York Stock Exchange (“NYSE”) under the symbols “CNDB.U,” “CNDB,” and “CNDB.WS,” respectively. On March 27, 2024, the Company’s common stock and public warrants began trading on the NYSE under the symbols “GCTS” and “GCTSW,” respectively. In connection with the Closing, Concord III’s Class A common stock and Class B common stock were recapitalized into a single class of common stock.

Liquidity

The accompanying unaudited condensed consolidated financial statements have been prepared assuming the Company will continue as a going concern, which contemplates the realization of assets and liabilities and commitments in the normal course of business. Through June 30, 2025, the Company has incurred operating losses and negative cash flows from operating activities and had an accumulated deficit of $582.5 million as of June 30, 2025. The Company’s existing sources of liquidity as of June 30, 2025 include cash and cash equivalents of $1.3 million. The Company has historically funded operations primarily with issuances of capital stock and the incurrence of debt. The Company is dependent on additional fundraising in order to sustain its ongoing operations.

In April 2024, the Company executed a common stock purchase agreement (“Purchase Agreement”) with B. Riley Principal Capital II, LLC (“B. Riley”). Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to sell, from time to time, B. Riley up to $50.0 million worth of shares of the Company’s common stock at its request, at any time prior to June 2026, subject to compliance with the required conditions and limitations. Through June 30, 2025, the Company utilized $9.9 million of the contractual commitment amount under the Purchase Agreement.

On April 1, 2025, the Company executed an at-market issuance sales agreement (“ATM Agreement”) with B. Riley Securities, Inc. and H.C. Wainwright & Co., LLC, acting as sales agents. The ATM Agreement allows the Company to sell its common stock for gross proceeds of up to $75.0 million from time to time, through at-the-market offerings or to the sales agents as principal purchasers (“ATM Offering”). During the three months ended June 30, 2025, the Company received net proceeds of approximately $0.5 million in cash related to the ATM Offering (see Note 8).

On May 15, 2025, the Company entered into securities purchase agreements (“RDO Purchase Agreements”) with certain institutional investors (“Purchasers”) pursuant to which, the Company sold shares of common stock and warrants to purchase common stock to the Purchasers and received net proceeds of $9.9 million. The registered direct offering (“RDO”) closed on May 16, 2025 (see Note 8).

To fund its operations over the longer term, the Company will need to start generating positive cash flows, renegotiate its existing debt obligations, and raise additional capital through debt or equity financing. Management’s plans include seeking additional financing, such as issuances of equity and issuances of debt and/or convertible debt instruments. Sales of additional equity securities, convertible debt, and/or warrants by the Company could result in the dilution of the interests of existing stockholders. The Company will require

GCT SEMICONDUCTOR HOLDING, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

significant additional financing to meet its planned capital needs and is pursuing opportunities to obtain additional financing through equity and/or debt alternatives. There can be no assurance that such additional debt or equity financing will be available on terms acceptable to the Company or at all. These factors raise substantial doubt about the Company’s ability to continue as a going concern beyond twelve months after the date that these unaudited condensed consolidated financial statements are issued. The accompanying unaudited condensed consolidated financial statements do not include any adjustments that might be necessary if the Company is unable to continue as a going concern.

2. Summary of Significant Accounting Policies and Basis of Presentation

Principles of Consolidation and Basis of Presentation

The unaudited condensed consolidated financial statements and accompanying notes include the accounts of the Company and its wholly owned subsidiaries, after elimination of intercompany balances and transactions. The accompanying unaudited condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and the requirements of the Securities and Exchange Commission (“SEC”) for interim financial information. Certain information and disclosures normally included in annual consolidated financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. Accordingly, these interim unaudited condensed consolidated financial statements should be read in conjunction with the Company’s audited consolidated financial statements and notes thereto for the year ended December 31, 2024, which are included in the Company’s Form 10‑K filed with the SEC on March 25, 2025.

The information as of December 31, 2024 included in the condensed consolidated balance sheets was derived from the audited consolidated financial statements. Certain amounts reported in the unaudited condensed consolidated financial statements for the three and six months ended June 30, 2024 have been reclassified to conform to the current year’s presentation.

The unaudited condensed consolidated financial statements have been prepared on the same basis as the annual consolidated financial statements and, in the opinion of management, reflect all adjustments, which include only normal recurring adjustments necessary for the fair presentation of the Company’s financial information. The unaudited condensed consolidated results of operations for the three and six months ended June 30, 2025 are not necessarily indicative of the results to be expected for the year ending December 31, 2025 or for any other future annual or interim period.

There have been no material changes in the Company’s significant accounting policies as compared to the significant accounting policies described in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Use of Estimates

The preparation of the accompanying unaudited condensed consolidated financial statements in conformity with U.S. GAAP requires management to make judgments, estimates, and assumptions about future events. These estimates and the underlying assumptions affect the amounts of assets and liabilities reported, disclosures about contingent assets and liabilities, and reported amounts of revenues and expenses. These judgments, estimates, and assumptions are used for but not limited to revenue recognition, provision for credit losses, deferred income taxes and related valuation allowances, inventory obsolescence, recoverability of long-lived assets, certain accrued expenses, stock-based compensation, determination of the fair value of the Company’s financial instruments, including convertible promissory notes, common stock of Legacy GCT prior to the reverse recapitalization, warrant liabilities, stock options, and common stock forward liability. The Company bases its estimates and judgments on historical experience and on various other assumptions that it believes are reasonable under the circumstances. Actual results could differ from these estimates, and these differences may be material.

Risk and Uncertainties

The Company is subject to certain risks and uncertainties and believes changes in any of the following areas could have a material adverse effect on the Company’s future financial position or results of operations or cash flows: 5G and other new product development, including market receptivity, the ability to satisfy obligations under development agreements with major partners, litigation or claims against the Company based on intellectual property, patent, product regulation or other factors, competition from other products, general economic conditions, the ability to attract and retain qualified employees and ultimately to sustain profitable operations.

The semiconductor industry is characterized by rapid technological change, competition, competitive pricing pressures, and cyclical market patterns. The Company’s financial results are affected by a wide variety of factors, such as general economic conditions specific to the semiconductor industry and the Company’s particular market, the timely implementation of new 5G and other new products, new manufacturing process technologies, and the ability to safeguard patents and intellectual property in a rapidly evolving market. In addition, the semiconductor market has historically been cyclical and subject to significant economic downturns. As a result, the

GCT SEMICONDUCTOR HOLDING, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Company may experience significant period-to-period fluctuations in the unaudited condensed consolidated operating results due to the abovementioned factors.

The Company’s revenue may be impacted by its ability to obtain adequate wafer supplies from foundries and back-end production capacity from the Company’s test and assembly subcontractors. The foundries with which the Company currently has arrangements may not be willing or able to satisfy all of the Company’s manufacturing requirements on a timely basis or at favorable prices. The Company is also subject to the risks of service disruptions, raw material shortages and price increases by its foundries. Such disruptions, shortages and price increases could harm the Company’s consolidated operating results.

Provision for Credit Losses

The provision for credit losses is based on the Company’s assessment of the collectibility of its customer accounts. The Company reviews the provision for credit losses by considering certain factors such as historical experience, industry data, credit quality, age of balances, and current economic conditions that may affect a customer’s ability to pay. Uncollectible receivables are written off when all efforts to collect have been exhausted, and recoveries are recognized when they are recovered. The Company has recorded provisions for credit losses of approximately $2.6 million and $1.2 million as of June 30, 2025 and December 31, 2024, respectively.

Revenue Recognition

The Company’s revenues are generated by the sale of 4G mobile semiconductor solutions consisting of product and platform solutions aimed at the 4G LTE and WiMax industries, development services and technical advice and maintenance services. To determine when revenues are recognized, the Company performs the following five steps: (1) identify the contract(s) with a customer, (2) identify the performance obligation in the contract, (3) determine the transaction price, (4) allocate the transaction price to the performance obligations in the contract, and (5) recognize revenue when or as the Company satisfies a performance obligation.

The revenues from product sales are identified and determined pursuant to purchase orders. The Company considers a performance obligation satisfied once it has transferred control of a good or product to a customer, meaning the customer has the ability to direct the use and obtain the benefit of the product, which is generally at the time of shipment.

Service revenues are identified and determined based on each service agreement and recognized over time or at a point in time depending on the evaluation of when the customer obtains control of the promised goods or services, which is generally as services are rendered. For contracts that include multiple performance obligations, the Company allocates revenue to each performance obligation based on estimates of the relative stand-alone selling price that the Company would charge the customer for each promised product or service.

All product revenue presented in the unaudited condensed consolidated statements of operations is recognized at a point in time, and all service revenue is recognized over time.

Concentration of Credit Risk

The Company’s financial instruments subject to credit risk concentration consist of cash and cash equivalents and accounts receivable. The Company maintains its cash and cash equivalents primarily with one financial institution located in the United States and another located in South Korea, where amounts deposited may exceed Federal Deposit Insurance Corporation or Korea Deposit Insurance Corporation limits. The Company’s accounts receivable balances are primarily derived from revenues recognized from customers located in the United States, China, South Korea, Japan, and Taiwan. The Company performs ongoing credit evaluations of the financial condition of its customers and distributors and generally does not require collateral.

GCT SEMICONDUCTOR HOLDING, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

The Company’s net revenues and accounts receivable are concentrated among a few significant customers, which could expose the Company to financial risk in the event of adverse developments. The following represents the concentration of the Company’s gross accounts receivable among key customers to the extent their share exceeds 10%:

Customer
Customer B	14	%	13	%
Customer F	23	%	22	%
Customer H	15	%	13	%
Customer K	29	%	27	%

The following table includes customers that individually accounted for more than 10% of the Company’s net revenues in the periods indicated:

	Three Months Ended<br>June 30,						Six Months Ended<br>June 30,
Customer	2025			2024			2025			2024
Customer A		30	%		—	%		25	%		—	%
Customer K		—	%		—	%		—	%		42	%
Customer L		11	%			*%			*%		18	%
Customer M		—	%		80	%		34	%		25	%
Customer O		25	%		—	%		18	%		—	%

*Less than 10%.

Management closely monitors the creditworthiness and performance of these key customers and has established credit limits and terms to mitigate potential credit risks. The Company also continues diversifying its customer base and exploring opportunities to reduce its reliance on a few major customers.

Foreign Currency

Financial statements of foreign subsidiaries that use the local currency as their functional currency are translated into U.S. dollars at the end-of-period exchange rates or at historical exchange rates for purposes of consolidation. Revenues and expenses are translated using average exchange rates during the reporting period. Translation adjustments are included in accumulated other comprehensive loss within stockholders’ deficit.

Gains and losses resulting from transactions denominated in a currency other than the functional currency are presented separately in the unaudited condensed consolidated statements of operations.

For each of the three and six months ended June 30, 2025, the Company recognized realized foreign currency exchange losses of $0.4 million. For the three and six months ended June 30, 2025, the Company recognized unrealized foreign currency exchange losses of $2.8 million and $2.7 million, respectively.

For the three and six months ended June 30, 2024, the Company recognized realized foreign currency exchange gains of $0.1 million and $0.4 million, respectively. For the three and six months ended June 30, 2024, the Company recognized unrealized foreign currency exchange gains of $0.7 million and $1.9 million, respectively.

Convertible Promissory Notes

The Company has elected the fair value option to account for its outstanding convertible promissory notes, with changes in estimated fair value presented separately under the corresponding caption in the unaudited condensed consolidated statements of operations. Through June 30, 2025, there were no changes in the instrument-specific credit risk that are required to be presented as a component of other comprehensive loss.

Other Comprehensive Income (Loss)

Other comprehensive income (loss) include all changes within equity that are not the result of transactions with stockholders. Accumulated other comprehensive income (loss) includes foreign currency translation adjustments arising from the consolidation of the Company’s foreign subsidiaries.

GCT SEMICONDUCTOR HOLDING, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Common Stock Warrants

Common stock warrants are classified as liabilities if they do not meet equity classification requirements based on their settlement mechanism upon a change of control and similar transactions. The corresponding liability is remeasured at fair value while the common stock warrants remain outstanding, with changes in fair value presented separately in the unaudited condensed consolidated statements of operations. Common stock warrants that meet equity classification requirements are credited to stockholders’ deficit on their issuance dates and are not subsequently remeasured.

Segment Information

The Company operates in one operating and reportable segment, providing fabless semiconductor products to customers. The Company’s chief operating decision-maker is its Chief Executive Officer. Since the Company operates in a single operating and reportable segment represented by the entire entity, significant segment expenses are provided to the chief operating decision-maker using the same basis as presented in the unaudited condensed consolidated statements of operations. When evaluating the Company’s financial performance and making strategic decisions, the chief operating decision-maker utilizes consolidated revenue, operating expenses, other income and expenses, and net loss. The chief operating decision-maker regularly reviews assets, liabilities, income, expenses, and profitability measures at the same level and categorization as presented in the Company’s unaudited condensed consolidated financial statements.

Emerging Growth Company Status

The Company is an emerging growth company, as defined in the Jumpstart Our Business Startups Act of 2012 (the “JOBS” Act). Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards using private company timelines. The Company has elected to use this extended transition period for complying with new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date that it (i) is no longer an emerging growth company or (ii) affirmatively and irrevocably opts out of the extended transition period provided in the JOBS Act. As a result, these unaudited condensed consolidated financial statements may not be comparable to companies that comply with the new or revised accounting pronouncements as of public company effective dates.

Recent Accounting Pronouncements Not Yet Adopted

In December 2023, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”), which requires companies to disclose, on an annual basis, specific categories in the effective tax rate reconciliation and provide additional information for reconciling items that meet a quantitative threshold. In addition, companies are required to disclose additional information about income taxes paid. ASU 2023-09 is effective for the Company as an emerging growth filer for annual periods beginning after December 15, 2025, with early adoption permitted. The standard is required to be adopted on a prospective basis; however, retrospective application is permitted. The Company is currently evaluating the effect of the adoption of ASU 2023-09 on its consolidated financial statements and related disclosures.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income (Topic 220): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires public entities to provide disaggregated disclosures of certain expense captions presented on the face of the income statement into specific categories within the notes to the consolidated financial statements. ASU 2024-03 is effective for the Company’s annual periods beginning after December 15, 2026, and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The ASU may be applied either on a prospective or retrospective basis. The Company is currently evaluating the impact of the adoption of ASU 2024-03 on its consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets (“ASU 2025-05”), which provides a practical expedient to measure credit losses on accounts receivable and contract assets. ASU 2025-05 is effective for annual periods beginning after December 15, 2025, and interim periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the timing of the adoption and the impact of ASU 2025-05 on its consolidated financial statements and related disclosures.

GCT SEMICONDUCTOR HOLDING, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

3. Disaggregation of Revenue

Net revenues are categorized by customer location as follows (in thousands):

	Three Months Ended<br>June 30,				Six Months Ended<br>June 30,
	2025		2024		2025		2024
United States	$	641	$	1,339	$	1,044	$	1,728
Taiwan		353		—		422		—
Germany		132		74		142		870
China		56		55		70		135
South Korea		—		—		—		2,000
Total	$	1,182	$	1,468	$	1,678	$	4,733

Contract Assets and Liabilities

Net revenues recognized during the six months ended June 30, 2025 and 2024 for the amounts included in the contract liabilities balance at the beginning of the respective annual periods are less than $0.1 million.

4. Fair Value of Measurements

Recurring Fair Value Measurements

The following financial instruments are measured at fair value on a recurring basis (in thousands):

	June 30, 2025
	Level 1		Level 2		Level 3		Total
Liabilities:
Convertible promissory notes	$	—	$	—	$	5,123	$	5,123
Warrant liabilities		—		—		3,111		3,111
Common stock forward liability		—		—		20		20
	December 31, 2024
---	---	---	---	---	---	---	---	---
	Level 1		Level 2		Level 3		Total
Liabilities:
Convertible promissory notes	$	—	$	—	$	4,947	$	4,947
Warrant liabilities		—		—		3,750		3,750
Common stock forward liability		—		—		315		315

Valuation Techniques and Inputs

The table below presents valuation techniques and inputs used in the fair value measurement categorized within Level 3 of the fair value hierarchy (in thousands):

	Valuation techniques	Inputs	June 30, 2025		December 31, 2024
Convertible promissory notes, current	Binomial Lattice Model (“BLM”)	Stock price, volatility, remaining term, risk-free rate, credit spread	$	5,123	$	4,947
Warrant liabilities	Black Scholes Merton <br>Model (“BSM”) or BLM	Exercise price, term to expiration, volatility, risk-free rate		3,111		3,750
Common stock forward liability	Discounted Cash Flow (“DCF”)	Various utilization scenarios, risk-free rate, remaining term		20		315

As of June 30, 2025, the key inputs for the convertible promissory notes measured using the BLM were as follows: stock price of $1.49, implied volatility of 76.30%, remaining term of 0.7 years, risk-free rate of 4.18%, and credit spread of 6.90%.

As of June 30, 2025, the key inputs used to measure the public and private placement warrants using the BLM and BSM were as follows: exercise price of $11.50 per share, term to expiration of 3.7 years, volatility of 76.30%, and a risk-free rate of 3.69%. As of June 30, 2025, the key inputs for the other warrant liabilities using the BSM were as follows: an exercise price of $10.00 per share, or $18.75 per

GCT SEMICONDUCTOR HOLDING, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

share, term to expiration ranging from 0.7 years to 1.3 years, volatility ranging from 64.60% to 67.20%, and a risk-free rate ranging from 3.85% to 4.14%.

As of June 30, 2025, the key inputs for the common stock forward valuation using the DCF model were as follows: a remaining term of 0.9 years and future risk-free rate estimates ranging from 4.04% to 4.39% for this period.

The following table sets forth a summary of the changes in the fair value of the convertible promissory notes (in thousands):

As of December 31, 2024	$	4,947
Change in fair value		19
As of March 31, 2025		4,966
Change in fair value		157
As of June 30, 2025	$	5,123

The following table sets forth a summary of the changes in the fair value of the warrant liabilities (in thousands):

As of December 31, 2024	$	3,750
Change in fair value		(1,649	)
As of March 31, 2025		2,101
Change in fair value		1,010
As of June 30, 2025	$	3,111

The following table sets forth a summary of the changes in the fair value of the common stock forward liability (in thousands):

As of December 31, 2024	$	315
Change in fair value		(295	)
As of March 31, 2025		20
Change in fair value		—
As of June 30, 2025	$	20

5. Balance Sheet Components

Inventory

Inventories consist of the following (in thousands):

	June 30,		December 31,
	2025		2024
Raw materials	$	801	$	1,005
Work-in-process		312		224
Finished goods		1,882		1,748
Total inventory	$	2,995	$	2,977

There were no inventory write-downs during the six months ended June 30, 2025 and 2024.

GCT SEMICONDUCTOR HOLDING, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Prepaid expenses and other current assets

Prepaid expenses and other current assets consist of the following (in thousands):

	June 30,		December 31,
	2025		2024
Prepaid insurance and other expenses	$	634	$	1,192
Prepaid inventory		570		209
Lease deposit		420		389
Other receivables and current assets		73		70
Prepaid research and development		—		472
Total prepaid expenses and other current assets	$	1,697	$	2,332

Accrued and other current liabilities

Accrued and other current liabilities consist of the following (in thousands):

	June 30,		December 31,
	2025		2024
Payroll and related expenses	$	8,646	$	8,193
Accrued payables		7,182		7,881
Other taxes payable		3,447		3,533
Interest payable		864		762
Other		732		836
Total accrued and other current liabilities	$	20,871	$	21,205

6. Debt

The Company’s outstanding debt was as follows (in thousands):

	June 30, 2025					December 31, 2024
	Outstanding<br>Principal		Fair Value			Outstanding<br>Principal		Fair Value
Convertible promissory notes:
2024 convertible promissory note	$	5,000	$	5,123		$	5,000	$	4,947
Borrowings:
KEB Hana Bank		6,635		6,635			6,122		6,122
IBK Industrial Bank		6,783		6,783			6,259		6,259
Mujin Electronics Co., Ltd.		3,686		3,686			3,401		3,401
Anapass, Inc., related party		16,588		16,588			12,245		12,245
i Best Investment Co., Ltd		2,212		2,212			4,082		4,082
Kyeongho Lee, related party		10,771		10,771			5,517		5,517
Total debt	$	51,675		51,798		$	42,626		42,573
Less: current portion				(51,798	)				(37,626	)
Debt, net of current portion			$	—				$	4,947

Expected future minimum principal payments under the Company’s total debt are as follows as of June 30, 2025 (in thousands):

Years	Convertible<br>Notes<br>Payable		Borrowings		Total
2025, remainder	$	—	$	32,299	$	32,299
2026		5,000		14,376		19,376
Total debt	$	5,000	$	46,675	$	51,675

GCT SEMICONDUCTOR HOLDING, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Convertible Promissory Notes

2024 Convertible Promissory Notes

In February 2024, the Company issued a convertible promissory note to a strategic investor for a principal amount of $5.0 million, which matures in February 2026 and bears an interest rate of 5.0% per annum. On or after the earlier of (i) six months from the issuance date of the convertible promissory note and (ii) the Closing of the Business Combination, the noteholder may demand that the Company convert all principal and interest due under the convertible promissory note into shares of Company’s common stock, at a conversion price of $10.00 per share. This note includes customary representations, warranties, and events of default, as well as a covenant relating to the performance of obligations by the Company related to the Company’s 5G activity. As of June 30, 2025, the remaining principal and interest amount of $5.3 million was outstanding.

Borrowings Pursuant to Term Loan and Security Agreements

The amounts in South Korean won (“KRW”) presented below were converted into U.S. dollars based on the applicable historical exchange rates.

KEB Hana Bank

In July 2016, the Company entered into an unsecured term loan agreement with KEB Hana Bank, pursuant to which it borrowed 9.0 billion in KRW ($6.7 million), bearing a variable interest rate (initial annual interest rate of 2.6% and annual interest rates ranging between 3.1% and 4.9% as of June 30, 2025), paid monthly, and maturing in July 2017. The terms of such unsecured term loan agreement have been extended annually for additional one-year terms since 2017, and the maturity date was July 2024. In April 2024, the Company executed an amendment to extend the maturity date to April 2025 for the principal amount of KRW 1.0 billion ($0.7 million) with an annual interest rate of 3.5%. In July 2024, the Company executed an amendment to extend the maturity date to July 2025 for the principal amount of KRW 8.0 billion ($6.0 million) with an annual interest rate of 4.9%. Anapass, Inc., a related party, provided certificates of deposit as collateral to KEB Hana Bank to secure the Company’s obligations under this loan (see Note 7). In April 2025, the Company executed an amendment to extend the maturity date to April 2026 for the principal amount of KRW 1.0 billion ($0.7 million) with an annual interest rate of 3.1%. In July 2025, the Company executed an amendment to extend the maturity date to July 2026 for the principal amount of KRW 8.0 billion ($5.9 million) with an annual interest rate of 4.0% (see Note 16).

IBK Industrial Bank

In January 2017, the Company entered into a term loan agreement with IBK Industrial Bank, pursuant to which the Company borrowed KRW 9.2 billion ($6.8 million). The term loan has a maturity date in November 2025 and bears an annual interest rate of 4.1%. In June 2025, the Company executed an amendment to change the annual interest rate from 4.1% to 4.0%, effective June 12, 2025.

M-Venture Investment, Inc.

In October 2021, the Company entered into a term loan and security agreement with M-Venture Investment, Inc. pursuant to which the Company borrowed KRW 5.0 billion ($3.7 million) and repaid KRW 0.6 billion ($0.4 million) and KRW 0.4 billion ($0.3 million) in 2021 and 2022, respectively, such that KRW 4.0 billion ($3.0 million) remained outstanding. The term loan bears an annual interest rate of 6.5%. In April 2024, the Company executed an amendment with M-Venture Investment, Inc., pursuant to which the Company repaid KRW 2.0 billion ($1.5 million) in April 2024. In May 2024, the Company repaid the term loan in full.

In April 2022, the Company entered into a term loan and security agreement with M-Venture Investment, Inc., pursuant to which the Company borrowed amounts in two draws of KRW 1.0 billion ($0.7 million) and KRW 5.0 billion ($3.7 million), respectively. The term loan had a maturity date in April 2024, and each respective draw bears an annual interest rate of 6.5% and 8.7%. In April 2024, the Company executed an amendment with M-Venture Investment, Inc., pursuant to which the maturity date for both draws were amended. The maturity date for the principal amount of KRW 1.0 billion ($0.7 million) was extended from April 2024 to June 2024. The maturity date for the principal amount of KRW 5.0 billion ($3.7 million) was extended from April 2024 to July 2024. In July 2024, the Company partially repaid the loan of KRW 1.0 billion ($0.7 million) and assigned the remaining balance (“M-Venture Loan”) to Mujin Electronics Co. Ltd. as further discussed below.

Mujin Electronics Co., Ltd.

In July 2024, the Company executed agreement with M-Venture Investment, Inc. and Mujin Electronics Co., Ltd., in which Mujin Electronics Co., Ltd. fully assumed the remaining M-Venture Loan with the same principal amount of KRW 5.0 billion ($3.7 million). The maturity date of assumed loan at the time of the assignment was January 2025, with an annual interest rate of 6.8%. In October

GCT SEMICONDUCTOR HOLDING, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

2024, the Company executed an amendment to extend the maturity date to June 2025. In June 2025, the Company executed an amendment to further extend the maturity date to October, 2025.

Anapass, Inc., Related Party

In July 2016, the Company entered into a loan agreement with Anapass, Inc. pursuant to which the Company borrowed KRW 6.0 billion ($4.5 million) in a term loan. Interest-only payments are due monthly at 5.5% per annum and the principal amount of the term loan is due on the maturity date of July 2024. In July 2024, the Company and Anapass, Inc. amended the loan agreement to extend the maturity date from July 2024 to July 2025. The loan is collateralized by the Company’s assets as described under the Assets Pledged as Collateral (see Note 7). In July 2025, the Company entered into an amendment to extend the maturity date from July 2025 to July 2026 (see Note 16).

In May and September 2022, the Company entered into two term loan agreements with Anapass, Inc. pursuant to which the Company borrowed KRW 3.0 billion ($2.2 million) and KRW 4.0 billion ($3.0 million). The term loans had respective maturity dates in May 2024 and September 2024 and both bear an annual interest rate of 5.5%. In May 2024, the Company executed an amendment with Anapass, Inc., to extend the maturity date from May 2024 to May 2025 for the term loan entered in May 2022. In September 2024, the Company executed an amendment with Anapass, Inc., to extend the maturity date from September 2024 to September 2025 for the term loan entered in September 2022. In May 2025, the Company executed an amendment with Anapass, Inc., to extend the maturity date for the term loan entered into in May 2022 from May 2025 to November 2025.

In December 2024, the Company entered into a new term loan agreement with Anapass, Inc. pursuant to which the Company borrowed KRW 5.0 billion ($3.4 million). The term loan has a maturity date in December 2025 and bears an annual interest rate of 6.5%.

In March 2025, the Company entered into a term loan agreement with Anapass, Inc. pursuant to which the Company borrowed KRW 4.5 billion ($3.1 million). The term loan has a maturity date in March 2026 and bears an annual interest rate of 6.5%.

In July 2025, the Company entered into a term loan agreement with Anapass, Inc. pursuant to which the Company borrowed KRW 3.0 billion ($2.2 million). The term loan has a maturity date in July 2026 and bears an annual interest rate of 6.5% (see Note 16).

In August 2025, the Company entered into a term loan agreement with Anapass, Inc. pursuant to which the Company borrowed KRW 2.0 billion ($1.5 million). The term loan has a maturity date in August 2026 and bears an annual interest rate of 6.5% (see Note 16).

i Best Investment Co., Ltd

Between 2022 and 2023, the Company entered into multiple term loans and security agreements with i Best Investment Co., Ltd pursuant to which it borrowed principal amounts in six draws with an aggregate principal balance of KRW 14.0 billion ($10.3 million). All of the term loans had a maturity date in June 2024 and bear an annual interest rate of 6.5%. In June 2024, the Company executed an amendment with the I Best Investment Co., Ltd to extend the maturity date from June 2024 to August 2024 for its first draw, fifth draw and sixth draw. In December 2023, the Company made a $0.8 million repayment of the outstanding principal and interest on its second draw. In March 2024, the Company repaid $2.3 million of the outstanding principal and interest amount of its fourth draw. In June 2024, the Company repaid in full of the term loans with a principal amount of $1.4 million outstanding on its third draw. In July 2024, the Company executed an amendment with i Best Investment Co., Ltd. to extend the maturity date from August 2024 to February 2025 for its first draw, fifth draw and sixth draw. In October 2024, the Company executed an amendment with i Best Investment Co., Ltd. to extend the maturity date from February 2025 to May 2025 for its sixth draw.

In February 2025, the Company executed an amendment with i Best Co., Ltd. to extend the maturity date from February 2025 to May 2025 for its first draw and fifth draw. In May 2025, the Company executed an amendment with i Best Co., Ltd. to extend the maturity date from May 2025 to June 2025 for its first and fifth draw. In May 2025, the Company paid in full of the term loans with a principal amount of $1.5 million outstanding on its fifth and sixth draw. In June 2025, the Company made a $0.7 million repayment of the principal amount of its first draw and extended the maturity date from June 2025 to December 2025 for the remaining principal amount of $2.2 million for its first draw.

Kyeongho Lee, Related Party

Between 2017 and 2021, the Company entered into multiple promissory note and term loan agreements with Kyeongho Lee pursuant to which the Company borrowed (a) KRW 500.0 million ($0.4 million) and KRW 500.0 million ($0.4 million) in promissory notes, and (b) KRW 1.0 billion ($0.7 million) and KRW 110.0 million ($0.1 million) in term loans. The promissory notes have a maturity date in November 2024 and bear an annual interest rate varying from 7.5% and 9.0%. In March 2024, the Company repaid to Kyeongho Lee the term loan of KRW 1.0 billion ($0.7 million). The outstanding term loan had a maturity date in May 2024 and bears no interest. In

GCT SEMICONDUCTOR HOLDING, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

May 2024, the Company executed an amendment with Kyeongho Lee to extend the maturity date from May 2024 to November 2024 for its term loan. In November 2024, the Company executed two amendments with Kyeongho Lee to extend the maturity dates of two promissory notes from November 2024 to November 2025, and the maturity date of the term loan from November 2024 to May 2025. In May 2025, the Company executed an amendment with Kyeongho Lee to extend the maturity date of the term loan from May 2025 to August 2025.

In November 2024, the Company entered into a term loan agreement with Kyeongho Lee pursuant to which the Company borrowed KRW 4.0 billion ($2.9 million) at an annual interest rate of 12%. The term loan had a maturity date in December 2024 and remains outstanding as of the issuance date of these unaudited condensed consolidated financial statements. In December 2024, the Company entered into two term loan agreements with Kyeongho Lee pursuant to which the Company borrowed KRW 1.0 billion ($0.7 million) and KRW 2.0 billion ($1.4 million). The term loans have maturity dates in January 2025, bear an annual interest rate of 12%, and remain outstanding as of the issuance date of these unaudited condensed consolidated financial statements. In January 2025, the Company entered into a term loan agreement with Kyeongho Lee pursuant to which the Company borrowed KRW 6.5 billion ($4.4 million) with a maturity date in February 2025 and an annual interest rate of 12%, which remains outstanding as of the issuance date of these unaudited condensed consolidated financial statements. The Company incurs a penalty of 3% of principal per month on loans that are past maturity date, calculated daily until principal and accrued interest has been paid.

7. Commitments and Contingencies

Litigation

The Company is subject to various claims arising in the ordinary course of business. Although no assurance can be given, the Company believes that it is not a party to any litigation of which the outcome, if determined adversely, would individually, or in the aggregate, be reasonably expected to have a material adverse effect on the business, consolidated operating results, cash flows or financial position of the Company as of June 30, 2025.

Third parties have from time to time claimed, and others may claim in the future, that the Company has infringed their past, current or future intellectual property rights. These claims, whether meritorious or not, could be time-consuming, result in costly litigation, require expensive changes in the Company’s methods of doing business or could require the Company to enter into costly royalty or licensing agreements, if available. As a result, these claims could harm the Company’s business, consolidated operating results, cash flows, and financial position.

Purchase Commitments

The Company has certain commitments for outstanding purchase orders related to the manufacture of certain wafers utilized by the Company and other services that, once the wafers are placed into production, are noncancellable. Otherwise, these production agreements are cancellable at any time, with the Company required to pay all costs incurred through the cancellation date. However, the Company does not have a history of cancelling these agreements once production has started. As of June 30, 2025, the Company had outstanding noncancellable purchase commitments for these production agreements of $0.2 million.

Alpha Foundry Product Development Agreement

In February 2024, the Company and Alpha Holdings Co., Ltd. (“Alpha”) entered into a foundry product development agreement (“Alpha Agreement”) related to 5G chip development for a total fee of $7.6 million. In the first fiscal quarter of 2025, the Company executed an amendment to the Alpha Agreement, pursuant to which the total development costs that the Company will pay to Alpha increased by $0.1 million and resulted in approximately $7.7 million of total development costs. The Company bears the risk of research and development (“R&D”) failure and is obligated to pay the fee based on milestones defined in the agreement. The Company recognizes R&D expenses based on an estimate of the percentage completion of services provided by Alpha during the respective financial reporting period. For the three and six months ended June 30, 2025, the Company recorded $0.5 million and $1.1 million, respectively, in R&D expenses related to services provided by Alpha. The aggregate unpaid amount related to this agreement was $0.4 million as of June 30, 2025.

Assets Pledged as Collateral

The Company has provided collateral to Anapass, Inc., a related party (see Note 13), for borrowings from KEB Hana Bank, IBK Industrial Bank and Anapass, Inc. in the amount of $6.6 million, $6.8 million and $16.6 million, respectively, as of June 30, 2025, and $6.1 million, $6.3 million and $12.2 million, respectively, as of December 31, 2024 (see Note 6).

GCT SEMICONDUCTOR HOLDING, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

The following table includes a summary of the carrying amounts related to collateral provided to Anapass, Inc. (in thousands):

	June 30,		December 31,
	2025		2024
Cash and cash equivalents	$	924	$	654
Accounts receivable		3,826		5,927
Inventory		2,995		2,977
Property and equipment		499		446
Intangible and other assets		408		165

8. Common Stock

B. Riley Purchase Agreement

Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to sell to B. Riley, from time to time, up to $50.0 million worth of shares of its common stock (“Commitment Amount”), subject to certain limitations and conditions at the Company’s sole discretion. The price per share payable by B. Riley on each trading day represents an amount equal to 98% of the volume-weighted average price (“VWAP”) of the Company’s common stock for the applicable pricing period. The Purchase Agreement requires settlement in registered shares. In May 2024, the Company filed a registration statement on Form S-1 with the SEC to register the resale of shares issued to B. Riley, which became effective on June 6, 2024 (“Registration Statement”). The Company may sell shares of its common stock to B. Riley through June 2026, up to the Commitment Amount, so long that it remains in compliance with the terms of the Purchase Agreement.

The Purchase Agreement was determined to be an equity-linked contract that contains a purchased put option on the Company’s common stock and variable share forward. These freestanding instruments are precluded from equity classification since the Purchase Agreement requires shareholder approval for the issuance of shares in excess of the applicable ownership limitation caps, which is not an input in a fixed-for-fixed option or forward on equity shares.

As of April 2024, the Company determined that the fair value of the put option was nominal due to the short settlement period of one day or less, and the Company recognized a liability of $0.6 million related to the freestanding common stock forward contract. The fair value of the common stock forward liability represents the probability-adjusted present value of the discount to be granted to B. Riley with respect to the sales of its common stock under the Purchase Agreement compared to the VWAP of the company’s common stock for the applicable pricing period.

In connection with the Purchase Agreement, the Company issued 56,818 shares of its common stock (“Commitment Shares”), which included a make-whole provision requiring the Company to reimburse B. Riley in cash if the fair value of these shares is less than $0.25 million. The Company recognized this amount as a liability, which remained outstanding as of June 30, 2025 since the Commitment Shares remained unsold by B. Riley.

During the six months ended June 30, 2025, the Company sold an aggregate of 74,684 shares of common stock for $0.2 million.

At-Market Offering

In April 2025, the Company executed an ATM Agreement with B. Riley Securities, Inc. and H.C. Wainwright & Co., LLC, acting as sales agents. The ATM Agreement allows the Company to sell its common stock, from time to time, for gross proceeds of up to $75.0 million. The offering under the ATM Agreement is made pursuant to Rule 415 and a universal shelf registration statement on Form S-3, which became effective on April 9, 2025, for an aggregate amount of $200.0 million, including $75.0 million allocated to the ATM Agreement. There is no commitment for future sales of additional shares under the ATM Agreement or ATM Offering. During the three months ended June 30, 2025, the Company sold approximately 297,891 shares of its common stock under the ATM Agreement for gross proceeds of approximately $0.5 million in cash with nominal issuance costs related to the ATM Offering. As of June 30, 2025, approximately 49.7 million shares of common stock remain available for future issuance under the ATM Agreement.

Registered Direct Offering

In May 2025, the Company entered into securities purchase agreements through which the Company agreed to issue and sell to the Purchasers in a RDO an aggregate of 7,006,370 shares of the Company’s common stock (“RDO Shares”) and equity-classified warrants (“RDO Warrants”) to purchase up to 10,509,555 shares of the Company’s common stock at a combined purchase price of $1.57 per RDO Share and the accompanying RDO Warrant. The RDO closed on May 16, 2025, and the Company received net proceeds of $9.9 million, after deducting issuance costs of $1.1 million, of which $0.3 million remained unpaid as of June 30, 2025. The Company

GCT SEMICONDUCTOR HOLDING, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

allocated the proceeds based on the relative fair value of the securities issued, resulting in $5.8 million allocated to the RDO Shares and $4.1 million allocated to the RDO Warrants. The RDO Warrants are exercisable after November 17, 2025 at an exercise price of $1.71 per share and expire November 17, 2030.

Common Stock Reserved for Issuance

Upon the Closing of the Business Combination in March 2024, the Company increased its total number of authorized shares to 440,000,000 shares, consisting of 400,000,000 shares of common stock and 40,000,000 shares of preferred stock. The Company has reserved shares of common stock for issuance as follows (in thousands):

	June 30,		December 31,
	2025		2024
Common stock warrants		36,783		26,273
Legacy GCT Earnout Shares		20,000		20,000
Shares available for future grant from 2024 plan		2,862		3,062
Unvested RSUs		1,071		1,214
Shares available for future grant from 2024 ESPP		600		600
Convertible promissory notes		500		500
Options issued and outstanding		348		535
Vested and unreleased RSUs		110		—
Total		62,274		52,184

9. Common Stock Warrants

The following table represents a summary of warrants to purchase shares of the Company’s common stock that are outstanding (in thousands, except for exercise price):

Issue Date		Exercise Price	Expiration
February 2023 - June 2023	2,115	$10.00 - $18.75	February 2026 – June 2026
July 2023	80	$10.00	July 2026
October 2023	100	$10.00	October 2026
Private and public warrants	23,830	$11.50	March 2029
September 2024	148	$3.02	September 2029
May 2025	10,510	$1.71	November 2030
Total	36,783

10. Stock-Based Compensation

2024 Employee Stock Purchase Plan

In December 2023, the Company’s board of directors adopted the 2024 Employee Stock Purchase Plan, which was subsequently approved by the Company’s stockholders in February 2024 (the “2024 ESPP”), under which eligible employees may be provided with the opportunity to periodically purchase shares of the Company’s common stock at a discount through their accumulated periodic payroll deductions. As of June 30, 2025, the Company had 600,000 shares authorized for issuance under the 2024 ESPP, and no offering periods had started.

2024 Incentive Compensation Plan

In March 2024, the Company adopted the 2024 Omnibus Incentive Compensation Plan (the “2024 Plan”). The 2024 Plan permits the grant of stock options, stock appreciation rights, stock awards, restricted stock units (“RSUs”), dividend equivalent rights, cash awards, and other awards to employees and non-employees, including members of the board of directors, consultants, or advisors. As of June 30, 2025, the Company had 2,862,334 shares authorized for issuance under the 2024 Plan.

GCT SEMICONDUCTOR HOLDING, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Stock options outstanding under the 2024 Plan were as follows (in thousands, except per share amounts and years):

			Weighted<br>Average<br>Exercise Price			Aggregate<br>Intrinsic Value
Balance as of December 31, 2024	535		$	0.11	4.4	$	1,189
Exercised	(187	)	$	0.11
Balance as of June 30, 2025	348		$	0.11	4.6	$	481
Vested and expected to vest as of June 30, 2025	348		$	0.11	4.6	$	481
Exercisable as of June 30, 2025	344		$	0.11	4.6	$	476

No options were granted or cancelled during the six months ended June 30, 2025. As of June 30, 2025, unrecognized compensation cost related to stock options was nominal. The aggregate intrinsic value of 187,146 options exercised during the six months ended June 30, 2025 was $0.4 million.

Restricted Stock Units

In June 2024, the Company granted to the members of its board of directors certain share-based awards with a fixed monetary amount of $0.7 million equally allocated among six grantees (“2024 RSUs”). Based on the closing price of the Company’s common stock as of June 28, 2024, 31,668 shares were issued. During the three months ended March 31, 2025, the Company determined that an additional 100,608 shares became required to be issued to settle the remaining liability related to the 2024 RSUs. Upon completion of the required service period, 252,336 RSUs vested on March 31, 2025, of which 142,002 RSUs were settled in common stock in April 2025, and the remaining 110,334 RSUs will be released in future periods, based on the passage of time or upon the occurrence of certain qualifying distribution events.

In August 2024, the Company granted various employees 140,000 RSUs that vest in four equal annual installments subject to continuous service.

In December 2024, the Company granted various employees 629,500 RSUs, of which 329,500 RSUs vest in four equal installments subject to continuous service, and 300,000 RSUs vest quarterly between April 2025 and ending February 2026.

In May 2025, the Company granted to the members of its board of directors certain share-based awards with a fixed monetary amount of $0.7 million equally allocated among the six grantees (“2025 RSUs”), with terms and conditions substantially similar to those of the 2024 RSUs. The number of shares issuable to each grantee under the 2025 RSUs is calculated by dividing one-fourth of the allocated fixed monetary amount by the closing price of the Company’s common stock at the end of each fiscal quarter between April 1, 2025 and March 31, 2026. The RSUs will vest on March 31, 2026, subject to the grantees’ continuous service to the Company through this date, and will be released in future periods. The 2025 RSUs are initially classified as a liability and will be reclassified to equity up to the monetary amount for which the number of shares to be issued becomes determinable. During the three months ended June 30, 2025, the Company determined that an additional 110,736 shares became required to be issued to settle the remaining liability related to the 2025 RSUs.

RSUs under the 2024 Plan were as follows (in thousands, except per share amounts):

			Weighted<br>Average Grant<br>Date Fair Value
Balance as of December 31, 2024	1,214		$	3.59
Granted	211		$	1.56
Vested and released	(237	)	$	2.82
Cancelled	(7	)	$	3.16
Balance as of June 30, 2025	1,181		$	3.38

GCT SEMICONDUCTOR HOLDING, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

During the three and six months ended June 30, 2025 the Company recognized stock-based compensation of $0.5 million and $1.0 million, respectively, related to the outstanding RSUs. As of June 30, 2025, there was $2.9 million of unrecognized compensation cost related to RSUs, which is expected to be recognized over a weighted average period of

2.2

years. Any unvested RSUs are forfeited upon separation from the Company. Forfeitures are accounted for as they occur.

Stock-Based Compensation

The following table summarizes stock-based compensation included in the Company’s unaudited condensed consolidated statements of operations (in thousands):

	Three Months Ended<br>June 30,				Six Months Ended<br>June 30,
	2025		2024		2025		2024
Cost of revenues		18		—		29		—
Research and development		215		128		361		254
Sales and marketing		45		36		79		72
General and administrative		234		159		554		1,220
Total	$	512	$	323	$	1,023	$	1,546

11. Income Taxes

For financial reporting purposes, the Company’s effective tax rate used for the interim periods is based on the estimated full-year income tax rate. For the three and six months ended June 30, 2025, the Company’s effective tax rate differs from the statutory rate primarily due to the valuation allowance recorded against the net deferred tax asset balance.

For each of the six months ended June 30, 2025 and 2024, the Company recorded income tax expense of $0.1 million. The effective tax rate is (0.7)% and (78.8)% for the six months ended June 30, 2025 and 2024, respectively. As of June 30, 2025, the Company was not under examination by any taxing authority.

As of June 30, 2025 the Company had unrecognized tax benefits of $3.4 million, of which $1.6 million would currently affect the Company’s effective tax rate if recognized due to the Company’s deferred tax assets being fully offset by a valuation allowance. The Company does not anticipate that the amount of unrecognized tax benefits relating to tax positions existing as of June 30, 2025 will significantly increase or decrease within the next twelve months. There was no interest expense or penalties related to unrecognized tax benefits recorded as of June 30, 2025.

A number of years may elapse before an uncertain tax position is audited and finally resolved. While it is often difficult to predict the final outcome or the timing of resolution of any particular uncertain tax position, the Company believes that its reserves for income taxes reflect the most likely outcome. The Company adjusts these reserves, as well as the related interest, considering changing facts and circumstances.

12. Employee Benefit Plans

Under Korean law, the Company is required to make severance payments to Korean employees leaving their employment. The Company’s severance pay liability to its Korean employees, which is a function of the employee’s salary, years of employment, and severance factor, is reflected in the accompanying unaudited condensed consolidated balance sheets as the net defined benefit liabilities on an accrual basis. The net liability for severance payments was as follows (in thousands):

	June 30, 2025			December 31, 2024
Liability for severance payments, gross	$	8,327		$	7,304
Plan assets		(275	)		(249	)
Liability for severance payments, net	$	8,052		$	7,055

GCT SEMICONDUCTOR HOLDING, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

13. Related Party Transactions

A summary of balances and transactions with the related parties who are stockholders of the Company were as follows (in thousands):

	June 30, 2025				December 31, 2024
	Anapass		Kyeongho Lee		Anapass		Kyeongho Lee
Borrowings	$	16,588	$	10,771	$	12,245	$	5,517
Other current liabilities		16		1,500		14		86

For the three and six months ended June 30, 2025, the Company recorded $0.2 million and $0.4 million, respectively, of interest expense with Anapass, Inc. in the unaudited condensed consolidated statements of operations. For the three and six months ended June 30, 2024, the Company recorded $0.1 million and $0.3 million, respectively, of interest expense with Anapass, Inc. in the unaudited condensed consolidated statements of operations. For the three and six months ended June 30, 2025, the Company recorded $0.9 million and $1.4 million, respectively, of interest expense with Kyeongho Lee in the unaudited condensed consolidated statements of operations. Interest expense related to the Company’s arrangements with Kyeongho Lee was immaterial during the three and six months ended June 30, 2024.

14. Entity-Wide Information

Long-lived assets by geographic region were as follows (in thousands):

	June 30, 2025		December 31, 2024
South Korea	$	580	$	877
United States		839		841
Total	$	1,419	$	1,718

15. Net Loss Per Share

The following outstanding potentially dilutive common stock equivalents were excluded from the computation of diluted net loss per share for the periods indicated because including them would have been anti-dilutive (in thousands):

	June 30,
	2025		2024
Common stock warrants		36,783		26,724
Legacy GCT Earnout Shares		20,000		20,000
Unvested RSUs		1,071		424
Sponsor Earnout Shares		571		1,920
Convertible promissory notes		500		767
Options issued and outstanding		348		668
Total		59,273		50,503

Vested and unreleased RSUs are included in calculating basic and diluted net loss per share even though they are not physically settled in shares of the Company’s common stock.

16. Subsequent Events

KEB Hana Bank

In July 2025, the Company executed an amendment to extend the maturity date to July 2026 for the principal amount of KRW 8.0 billion ($5.9 million) with an annual interest rate of 4.0%.

Anapass, Inc., Related Party

In July 2025, the Company executed an amendment with Anapass, Inc. to extend the maturity date from July 2025 to July 2026 for the promissory note with a principal of KRW 6.0 billion ($4.5 million) entered into in July 2016.

GCT SEMICONDUCTOR HOLDING, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Warrant Issuance Agreement

In August 2025, the Company entered into a warrant issuance agreement with an existing investor pursuant to which the Company issued a warrant to purchase up to 1,400,000 shares of the Company's common stock. The warrant is exercisable from the issuance date at an exercise price of $2.00 per share and expires in August 2030.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

This discussion and analysis of our financial condition and results of operations should be read together with our unaudited condensed consolidated financial statements as of and for the three and six months ended June 30, 2025 and related notes appearing elsewhere in this Quarterly Report and our audited consolidated financial statements as of and for the years ended December 31, 2024 and 2023 and related notes included in our Form 10‑K filing with the Securities and Exchange Commission (“SEC”) on March 25, 2025.

This discussion may contain forward-looking statements including, but not limited to, our expectations or predictions of future financial or business performance or conditions. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. You should read the sections in this Quarterly Report titled “Risk Factors” and “Special Note of Forward-Looking Statements” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by these forward-looking statements. Unless otherwise indicated, the terms “GCT,” “the Company,” “we,” “us,” or “our” refer to GCT Semiconductor Holding Inc., a Delaware corporation, together with our consolidated subsidiaries.

Overview

We are a fabless semiconductor company that specializes in the design, manufacturing and sale of communication semiconductors, including high-speed wireless communication technologies such as 5G/4.75G/4.5G/4G transceivers (“RF”) and modems, which are essential for a wide variety of industrial, business-to-business (“B2B”) and consumer applications. We have successfully developed and supplied communication semiconductor chipsets and modules to leading wireless operators worldwide, as well as to original design manufacturers (“ODMs”) and original equipment manufacturers (“OEMs”) for portable wireless routers (e.g., Mobile Router (“MiFi”)), indoor and outdoor fixed wireless routers (e.g., customer premise equipment (“CPE”)), industrial machine-to-machine (“M2M”) applications and smartphones.

We oversee sales, marketing, and accounting operations from our headquarters in San Jose, California. The Company conducts product design, development, and customer support through our wholly owned subsidiaries located in South Korea, one of which serves as our research and development center. In addition, we utilize separate sales offices for local technical support and sales in Taiwan, China, and Japan.

Our current product portfolio includes RF and modem chipsets based on 4th generation (“4G”), known as Long Term Evolution (“LTE”), technology offering a variety of chipsets differentiated by speed and functionality. These include 4G LTE, 4.5G LTE Advanced (twice the speed of LTE), and 4.75G LTE Advanced-Pro (four times the speed of LTE) chipsets. The Company also develops and sells cellular Internet of Things (“IoT”) chipsets for low-speed mobile networks such as eMTC/NB- IOT/Sigfox, and other network protocols.

Even as more and more applications are deployed on 5G networks, we nonetheless anticipate continued demand for our existing 4G LTE product lineup (4.75G/4.5G/4G, etc.) for the foreseeable future, because 4G products are expected to coexist in the market with 5G products at lower price points for some time in the same way that 3rd generation (“3G”) products coexisted with 4G products when 4G networks were first deployed. Having delivered initial samples to our lead 5G customers in the second quarter of 2025, we anticipate the commercial launch of our 5G products in the second half of 2025. Also, we expect the average sales prices for our 5G chipset to be approximately four times that of our 4G chipset, resulting in a significant increase in revenue and gross margins. We plan to continuously expand our product lineup to support 5G chipsets for future applications such as vehicle-to-everything standard (e.g., C-V2X), 5G-based satellite communication (e.g., Non-Terrestrial Network) and 5G-based IoT standard (e.g., RedCap). Our current chipset products are used in a wide variety of applications, including fixed wireless subscriber terminals (e.g., CPE), mobile wireless routers (e.g., Mobile Router/MiFi), various communication modules and devices, and industrial products.

Since inception, we have financed our operations primarily through cash receipts from customers, the issuance of convertible promissory notes, borrowings, and the issuance of capital stock.

Key Factors Affecting Our Performance

We believe that our future success and financial performance depend on a number of factors that present significant opportunities for our business but also pose risks and challenges, including those in the section titled “Risk Factors” of this Quarterly Report.

Commercial Deployment of 4G LTE and 5G Market

Our business depends upon the continued commercial deployment of 4G and 5G wireless communications equipment, products, and services based on GCT’s technology. Deployment of new networks by wireless carriers requires significant capital expenditures well in advance of any revenue from such networks. If the rate of deployment of new networks by wireless carriers is slower than our

expectation, this will reduce the sales of its products and could cause OEMs and ODMs to hold excess inventory. This would harm our revenues and our financial results. The worldwide commercial deployment and adoption of the narrow band LTE variants, Cat M and Cat NB, are expected to expand further the markets for IoT devices. If deployments of the Cat M or Cat NB standards are delayed or if competing standards for IoT devices become favored by wireless carriers, we may not be able to successfully increase sales of our Cat M and Cat NB products, which would harm our revenues and financial results.

Development of New Products

The markets in which we and our customers compete or plan to compete are characterized by rapidly changing technologies, industry standards, and technological obsolescence. Our ability to compete successfully depends on our ability to design, develop, market, and support new products and enhancements on a timely and cost-effective basis. A fundamental shift in technologies in any of our target markets, such as the 5G wireless communications markets, could harm our competitive position within these markets. Our failure to anticipate these shifts, develop new technologies, or react to changes in existing technologies could delay our development of new products, which could result in product obsolescence, decreased revenue, and loss of design wins.

The success of our new products will depend on accurate forecasts of long-term market demand, customer and consumer requirements, and future technological developments, as well as a variety of specific implementation factors, including:

accurate prediction of the size and growth of the 4G and 5G markets;
accurate prediction of the growth of the IoT markets and the timing of commercial availability of 4G and 5G networks;
accurate prediction of changes in device manufacturer requirements, technology, industry standards or consumer expectations, demands, and preferences;
timely and efficient completion of product design and transfer to manufacturing, assembly and test, and securing sufficient manufacturing capacity to allow us to continue to timely and efficiently deliver products to our customers;
market acceptance, adequate consumer demand, and commercial production of the products in which our mobile and wireless broadband semiconductor solutions are incorporated;
the quality, performance, and reliability of the product as compared to competing products and technologies;
effective marketing, sales, and service; and
the ability to obtain licenses to use third-party technology to support the development of our products.

If we fail to introduce new products that meet the demands of our customers or our target markets, or if we fail to penetrate new markets, our revenue will likely decrease over time, and our financial condition could suffer.

Semiconductor and Communications Industry

The semiconductor industry has historically exhibited a pattern of cyclicality, which at various times has included significant downturns in customer demand. Cyclical downturns can result in substantial declines in semiconductor demand, production overcapacity, high inventory levels, and accelerated erosion of average selling prices. Such downturns result from a variety of market forces, including constant and rapid technological change, quick product obsolescence, price erosion, evolving standards, short product life cycles, and wide fluctuations in product supply and demand.

Downturns in the semiconductor industry have been attributed to a variety of factors, including the COVID‑19 pandemic, ongoing trade disputes between the United States and China, weakness in demand and pricing for semiconductors across applications, and excess inventory. More recently, the announcement and implementation of tariffs and other trade policies by the United States and other countries have resulted in a significant degree of uncertainty and risks in the global economic condition, which may negatively impact the semiconductor industry and the markets in which we operate. These downturns have directly impacted GCT’s business, suppliers, distributors, and end customers.

Because a significant portion of our expenses are fixed in the near term or are incurred in advance of anticipated sales, we may not be able to reduce our expenses rapidly enough to offset any unanticipated shortfall in revenue. If this situation were to occur, it could adversely affect our operating results, cash flow, and financial condition. In addition, the semiconductor industry has periodically experienced increased demand and production constraints. As a fabless semiconductor company, we rely exclusively on third-party foundries, including certain major semiconductor foundries such as United Microelectronics Corporation, Samsung and Taiwan Semiconductor Manufacturing Corporation, for the manufacturing and supplies of its wafers and products. We do not have any formal foundry agreements that guarantee a minimum level of manufacturing capacity. In times of significant increasing demand for capacity, these foundries may experience production shortages and may not allocate sufficient manufacturing capacity to us. If this happens, we may not be able to produce sufficient quantities of our products to meet the increased demand. Any disruption in our supply chain can make it more difficult for us to obtain sufficient wafer, assembly, and test resources from our subcontract manufacturers. Any factor

adversely affecting the semiconductor industry in general, or the particular segments of the industry that our products target, may adversely affect our ability to generate revenue and impact our operating results.

In addition, a shortage of manufacturing capacity can also impact the product development strategies of our major customers, which may, in turn, affect our business operations. For example, in 2022, the supply shortage caused our largest customer to change its priority on product development from 4G to the next generation of 5G products, which resulted in the reduction of 4G activity and a decline in demand for our products. Our business is expected to increase again with this customer after the launch of our 5G products.

In the past, the wireless communications industry has experienced pronounced downturns, and these cycles may continue in the future. A future decline in global economic conditions could have adverse, wide-ranging effects on demand for our products and for the products of our customers, particularly wireless communications equipment manufacturers or other members of the wireless industry, such as wireless network operators. Inflation, deflation, and economic recessions that adversely affect the global economy and capital markets also adversely affect our customers and our end consumers. For example, our customers’ ability to purchase or pay for our products and services, obtain financing, and upgrade wireless networks could be adversely affected, which may lead to many networking equipment providers slowing their research and development activities, canceling, or delaying new product development, reducing their inventories, and taking a cautious approach to acquiring our products, which would have a significant negative impact on our business. If this situation were to occur, it could adversely affect our operating results, cash flow, and financial condition. In the future, any of these trends may also cause our operating results to fluctuate significantly from year to year, which may increase the volatility of our stock price.

Key Components of Results of Operations

Net Revenues

Product Revenues

Our product sales are generated from the sale of mobile semiconductor products. Product revenues are recognized at a point in time once control has been transferred to a customer, which is generally at the time of shipment.

Service Revenues

Our service revenues are generated from the sale of mobile semiconductor platform solutions aimed at the 4G LTE and 5G industries, development services, technical advice, and maintenance services. Service revenues are generally recognized over time as the customer obtains control of the promised services.

Cost of Net Revenues

Our cost of net revenues consists of product and service costs. The cost of product net revenues consists of direct and indirect costs related to the manufacturing of our products. Direct costs include wafer costs and costs of assembly and testing performed by third-party contract manufacturers. Indirect costs consist of provisions for excess and obsolete inventory, royalties, allocated overhead for employee costs and facility costs, warranty, and the amortization of our production mask sets and certain intangible assets. Shipping and handling costs incurred for inventory purchases related to the units sold and costs of product shipments are also recorded in the cost of net product revenues. Service costs consist of non-recurring engineering costs for service projects.

Operating Expenses

Research and Development Expenses

Our research and development (“R&D”) expenses consist of costs incurred to develop our products and services. These expenses consist of personnel costs, including salaries, employee benefit costs, and stock-based compensation for employees engaged in R&D activities, software costs, computing costs, hardware and experimental supplies, and expenses for outside engineering consultants. We expense all R&D costs in the periods in which they are incurred.

Sales and Marketing Expenses

Our sales and marketing (“S&M”) expenses consist of employee-related expenses, including salaries, commissions, employee benefits costs, and stock-based compensation for all marketing, sales, and sales support employees. S&M expenses also include local and

centralized advertising costs and the infrastructure required to support our marketing efforts. We expense S&M costs in the periods in which they are incurred.

General and Administrative Expenses

Our general and administrative (“G&A”) expenses consist of various components not related to R&D or S&M, such as personnel costs, regulatory fees, costs associated with maintaining and filing intellectual property, meals and entertainment expenses, travel expenses, insurance expenses, and other expenditures related to external professional services including legal, engineering, marketing, human resources, audit, and accounting services. Personnel costs include salaries, benefits, and stock-based compensation. As we continue to grow and expand our workforce and operations, and considering the increased costs associated with operating as a public company, we anticipate that our G&A expenses will increase for the foreseeable future.

Gain on Extinguishment of Liability

Gain on extinguishment of liability relates to the release by a vendor due to a contract termination during the period of amounts payable by us for research and development services received in prior years.

Other Income (Expense)

Interest Expense

Interest expense primarily consists of interest and amortization of related debt issuance costs related to our borrowings and convertible promissory notes.

Gain on foreign currency transactions, net

Gain on foreign currency transactions consists of gains, presented net of losses, from transactions denominated in other currencies, primarily South Korean won.

Change in fair value of common stock forward liability

Common stock forward liability represents a freestanding common stock forward contract under the purchase agreement (“Purchase Agreement”) with B. Riley B. Riley Principal Capital II, LLC (“B. Riley”) executed in April 2024, which contains a variable share forward on our common stock. This freestanding instrument is precluded from equity classification since the Purchase Agreement with B. Riley requires shareholder approval for the issuance of shares in excess of the applicable ownership limitation caps, which is not an input in a fixed-for-fixed option or forward on equity shares. The fair value of this liability reflects the probability-adjusted present value of the discount to be provided to B. Riley for sales of our common stock under the Purchase Agreement, relative to the volume-weighted average price of our common stock during the applicable pricing period. Change in fair value of common stock forward liability includes measurement gains and losses driven by the change in the probability of scenarios to sell certain number of shares under the Purchase Agreement.

Change in fair value of common stock warrant liabilities

Change in fair value of convertible promissory notes

Change in fair value of convertible promissory notes includes measurement gains and losses related to the outstanding convertible promissory notes that are accounted for under the fair value option.

Results of Operations

This section discusses the results of our operations for the periods indicated. The period-to-period comparison of financial results is not necessarily indicative of future results.

For the Three Months Ended June 30, 2025 and 2024

The following table sets forth our historical results for the periods indicated and the changes between periods (in thousands):

	Three Months Ended June 30,
	2025			2024			change		% change
Net revenues:
Product	$	408		$	18					2,167	%
Service		774			1,450			)		(47	)%
Total net revenues		1,182			1,468			)		(19	)%
Cost of net revenues:
Product		582			158					268	%
Service		222			389			)		(43	)%
Total cost of net revenues		804			547					47	%
Gross profit		378			921			)		(59	)%
Operating expenses:
Research and development		3,514			4,164			)		(16	)%
Sales and marketing		1,021			976					5	%
General and administrative		3,435			2,860					20	%
Total operating expenses		7,970			8,000			)		(0	)%
Loss from operations		(7,592	)		(7,079	)		)		7	%
Interest expense		(1,532	)		(760	)		)		102	%
Gain (loss) on foreign currency transactions, net		(3,217	)		816			)		(494	)%
Change in fair value of common stock forward liability		—			(586	)				(100	)%
Change in fair value of common stock warrant liabilities		(1,010	)		6,628			)		(115	)%
Change in fair value of convertible promissory notes		(157	)		14			)		(1,221	)%
Other income (expenses), net		9			(9	)				(200	)%
Loss before provision for income taxes		(13,499	)		(976	)		)		1,283	%
Provision for income taxes		39			67			)		(42	)%
Net loss	$	(13,538	)	$	(1,043	)		)		1,198	%

All values are in US Dollars.

Net Revenues

Net revenues decreased by $0.3 million, or 19%, from $1.5 million for the three months ended June 30, 2024 to $1.2 million for the three months ended June 30, 2025. The reduction was attributable to a decrease of $0.7 million in service revenue, partially offset by an increase of $0.4 million in product sales.

Our product sales were nominal during the three months ended June 30, 2024 due to our largest customers changing their priorities on product development from 4G to 5G products. Our product sales during the three months ended June 30, 2025 of $0.4 million were attributed primarily to sales of single-chip 4G products.

Service revenues decreased by $0.7 million, or 47%, from $1.5 million for the three months ended June 30, 2024 to $0.8 million for the three months ended June 30, 2025. The decrease was attributed to the substantial completion of a significant service project in the second quarter of 2024, which then did not contribute materially in subsequent quarters. Our service project portfolio during the second quarter of 2025 was less extensive, contributing to the decrease in activity levels.

Cost of Net Revenues

Cost of net revenues increased by $0.3 million, or 47%, from $0.5 million for the three months ended June 30, 2024 to $0.8 million for the three months ended June 30, 2025. This increase in the cost of net revenues was driven by product sales activity, partially offset by the reduced costs associated with service projects.

Product costs increased by $0.4 million, or 268%, from $0.2 million for the three months ended June 30, 2024 to $0.6 million for the three months ended June 30, 2025. This increase in product costs was primarily driven by direct costs associated with unit sales.

Service costs decreased by $0.2 million, or 43%, from $0.4 million for the three months ended June 30, 2024 to $0.2 million for the three months ended June 30, 2025. This decrease in service costs was commensurate with the level of our service project activity.

Our gross margin decreased to 32% for the three months ended June 30, 2025 from 63% for the three months ended June 30, 2024. Our current gross margins are still distorted by the reduction in product revenue, which is currently not sufficient to absorb overhead costs. This makes our current gross margins less indicative of the underlying profitability of our products and services. We expect operational efficiencies to improve as revenues increase, which will begin when 5G product sales start contributing to our overall revenue in the second half of 2025.

Research and Development Expenses

Research and development expenses decreased by $0.7 million, or 16%, from $4.2 million for the three months ended June 30, 2024 to $3.5 million for the three months ended June 30, 2025. This decrease was primarily due to a $0.9 million reduction in professional services provided by Alpha related to the design of 5G chip products, partially offset by a $0.3 million increase in the personnel-related costs.

Sales and Marketing Expenses

Sales and marketing expenses remained consistent at $1.0 million for each of the three months ended June 30, 2025 and 2024, respectively.

General and Administrative Expenses

General and administrative expenses increased by $0.6 million, or 20%, from $2.9 million for the three months ended June 30, 2024 to $3.4 million for the three months ended June 30, 2025. Changes in our expected credit loss estimates for receivables resulted in a $0.8 million gain in the second quarter of 2024, compared to a $1.1 million loss in the second quarter of 2025, representing a $1.9 million net increase. This increase was partially offset by a $1.2 million decrease in professional services and other costs in the second quarter of 2025 compared to the second quarter of 2024, driven by lower transactional activity during this period.

Interest Expense

Interest expense increased by $0.8 million or 102%, from $0.8 million for the three months ended June 30, 2024 to $1.5 million for the three months ended June 30, 2025. This increase was primarily due to interest and penalties we incurred on outstanding term loan balances.

Gain (loss) on foreign currency transactions, net

Foreign currency transactions resulted in a loss of $3.2 million for the three months ended June 30, 2025 and a gain of $0.8 million for the three months ended June 30, 2024. The primary factor behind these fluctuations is our term loans portfolio, which is largely denominated in the South Korean won. The loss in the second quarter of fiscal 2025 was driven by the depreciation of the U.S. dollar against the South Korean won, while the gain in the second quarter of fiscal 2024 was attributable to the appreciation of the U.S. dollar against the South Korean won.

Change in fair value of common stock forward liability

There was no change in fair value of common stock forward liability for the three months ended June 30, 2025 since the balance was nominal based on our expectations related to the utilization of the available commitment under the common stock purchase agreement with B. Riley. The increase in fair value of common stock forward liability of $0.6 million for the three months ended June 30, 2024 was due the initial recognition of this financial instrument.

Change in fair value of common stock warrant liabilities

The change in fair value of common stock warrant liabilities resulted in a loss of $1.0 million for the three months ended June 30, 2025 and a gain of $6.6 million for the three months ended June 30, 2024. The respective loss and gain were both driven by changes in the fair value of our common stock during the respective periods.

For the Six Months Ended June 30, 2025 and 2024

The following table sets forth our historical results for the periods indicated and the changes between periods (in thousands):

	Six Months Ended June 30,
	2025			2024			change		% change
Net revenues:
Product	$	499		$	2,396			)		(79	)%
Service		1,179			2,337			)		(50	)%
Total net revenues		1,678			4,733			)		(65	)%
Cost of net revenues:
Product		789			812			)		(03	)%
Service		423			1,047			)		(60	)%
Total cost of net revenues		1,212			1,859			)		(35	)%
Gross profit		466			2,874			)		(84	)%
Operating expenses:
Research and development		7,610			9,685			)		(21	)%
Sales and marketing		2,139			1,972					8	%
General and administrative		6,049			5,696					6	%
Gain on extinguishment of liability		—			(14,636	)				(100	)%
Total operating expenses		15,798			2,717					481	%
Income (loss) from operations		(15,332	)		157			)		(9,866	)%
Interest expense		(2,602	)		(2,842	)				(08	)%
Gain (loss) on foreign currency transactions, net		(3,196	)		2,288			)		(240	)%
Change in fair value of common stock forward liability		295			(586	)				(150	)%
Change in fair value of common stock warrant liabilities		639			2,002			)		(68	)%
Change in fair value of convertible promissory notes		(176	)		(1,189	)				(85	)%
Other income, net		10			10					0	%
Loss before provision for income taxes		(20,362	)		(160	)		)		12,626	%
Provision for income taxes		144			126					14	%
Net loss	$	(20,506	)	$	(286	)		)		7,070	%

All values are in US Dollars.

Net Revenues

Net revenues decreased by $3.1 million, or 65%, from $4.7 million for the six months ended June 30, 2024 to $1.7 million for the six months ended June 30, 2025. The reduction was primarily attributable to a decrease of $1.9 million in product sales and a decrease of $1.2 million in service revenue.

Product sales decreased by $1.9 million, or 79%, from $2.4 million for the six months ended June 30, 2024 to $0.5 million for the six months ended June 30, 2025. The sales of our LTE platforms contributed $2.3 million to our product sales in the first half of 2024, and there were no LTE platform sales during the first half of 2025. This trend was partially offset by our sales of 4G products, which increased by $0.4 million during the first half of 2025.

Service revenues decreased by $1.2 million, or 50%, from $2.3 million for the six months ended June 30, 2024 to $1.2 million for the six months ended June 30, 2025. The decrease was attributed to the substantial completion of a significant service project during the six months ended June 30, 2024, which then did not contribute materially in subsequent quarters. Our service project portfolio during the six months ended June 30, 2025 was less extensive, contributing to the decrease in activity levels.

Cost of Net Revenues

Cost of net revenues decreased by $0.6 million, or 35%, from $1.9 million for the six months ended June 30, 2024 to $1.2 million for the six months ended June 30, 2025. This decrease in the cost of net revenues was driven primarily by the reduction in our service costs that was commensurate with the level of our service project activity.

Our gross margin decreased to 28% for the six months ended June 30, 2025 from 61% for the six months ended June 30, 2024. Our current gross margins are distorted by the reduction in product revenue, which is currently not sufficient to fully absorb overhead costs. This makes our current gross margins less indicative of the underlying profitability of our products and services. We expect operational

efficiencies to improve as revenues increase, which will begin when 5G product sales start contributing to our overall revenue in the second half of 2025.

Research and Development Expenses

Research and development expenses decreased by $2.1 million, or 21%, from $9.7 million for the six months ended June 30, 2024 to $7.6 million for the six months ended June 30, 2025. This decrease was primarily due to a $1.4 million reduction in professional services provided by Alpha related to the design of 5G chip products and a $1.4 million reduction in the project-specific intellectual property expenses, partially offset by a $0.5 million increase in the personnel-related costs.

Sales and Marketing Expenses

Sales and marketing expenses remained consistent at $2.1 million and $2.0 million for the six months ended June 30, 2025 and 2024, respectively.

General and Administrative Expenses

General and administrative expenses increased by $0.4 million, or 6%, from $5.7 million for the six months ended June 30, 2024 to $6.0 million for the six months ended June 30, 2025. Changes in our expected credit loss estimates for receivables resulted in a $0.5 million gain in the six months ended June 30, 2024, compared to a $1.4 million loss in the six months ended June 30, 2025, representing a $1.9 million net increase. This variance was partially offset by a $1.2 million decrease in professional services and other costs in the six months ended June 30, 2025 compared to the six months ended June 30, 2024, driven by lower transactional activity during this period, and $0.6 million decrease in stock-based compensation, recognized during the six months ended June 30, 2024 from the vesting of equity awards with performance conditions.

Gain on Extinguishment of Liability

Gain on extinguishment of liability was $14.6 million for the six months ended June 30, 2024 due to the release by a vendor of amounts payable by us for research and development services received in prior years. No similar transactions took place during the year ended six months ended June 30, 2025.

Interest Expense

Interest expense decreased by $0.2 million or 8%, from $2.8 million for the six months ended June 30, 2024 to $2.6 million for the six months ended June 30, 2025. This decrease was primarily due to the conversion of significant amounts of outstanding convertible notes and repayment of outstanding borrowings during 2024.

Gain (loss) on foreign currency transactions, net

Foreign currency transactions resulted in a loss of $3.2 million for the six months ended June 30, 2025 and a gain of $2.3 million for the six months ended June 30, 2024. The primary factor behind these fluctuations is our term loans portfolio, which is largely denominated in the South Korean won. The loss in the six months ended June 30, 2025 was primarily driven by the depreciation of the U.S. dollar against the South Korean won, while the gain in the six months ended June 30, 2024 was attributable to the appreciation of the U.S. dollar against the South Korean won.

Change in fair value of common stock forward liability

The change in fair value of common stock forward liability resulted in a gain of $0.3 million for the six months ended June 30, 2025 and a loss of $0.6 million for the six months ended June 30, 2024. The decrease in the fair value of $0.3 million for the six months ended June 30, 2025 was based on our expectations related to the utilization of the available commitment under the common stock purchase agreement with B. Riley. The increase in fair value of common stock forward liability of $0.6 million for the six months ended June 30, 2024 was due the initial recognition of this financial instrument.

Change in fair value of common stock warrant liabilities

Gains from changes in fair value of common stock warrant liabilities were $0.6 million and $2.0 million for the six months ended June 30, 2025 and 2024, respectively, in each case driven by changes in the fair value of our common stock during the respective periods.

Change in fair value of convertible promissory notes

Losses from changes in fair value of convertible promissory notes were less than $0.2 million and $1.2 million for the six months ended June 30, 2025 and 2024, respectively. These losses in each year were derived from the fair value measurement and related assumptions,

specifically remeasurement of the convertible notes prior to their settlement in our common stock, which significantly increased the underlying liability during the six months ended June 30, 2024.

Liquidity and Capital Resources

Since inception, we have financed our operations primarily through cash receipts from customers, the issuance of convertible promissory notes, borrowings, issuance of capital stock and the exercise of stock options.

With limited exceptions, we have incurred and expect that we will continue to incur significant operating losses. For the six months ended June 30, 2025, we had a net loss of $20.5 million. For the six months ended June 30, 2025 and 2024, we had cash used in operating activities of $16.6 million and $24.1 million, respectively. As of June 30, 2025, we had an accumulated deficit of $582.5 million. Our unaudited condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary if we are unable to obtain adequate financing in the future.

In April 2024, we entered into the Purchase Agreement and a related registration rights agreement (the “Registration Rights Agreement”) with B. Riley for an equity line of credit facility (“ELOC”). Pursuant to the ELOC, we have the right but not the obligation, to sell, from time to time, to B. Riley up to $50.0 million in aggregate gross purchase price of shares of our common stock in our sole discretion, subject to certain conditions and limitations, during the term of 24 months. Through June 30, 2025, we sold an aggregate of 2,438,737 shares of our common stock for $9.9 million under the ELOC and received cash proceeds of $8.7 million, of which $1.0 million was withheld by B. Riley against the outstanding amounts payable.

In April 2025, we executed an at-market issuance sales agreement (“ATM Agreement”) with B. Riley and H.C. Wainwright & Co., LLC, acting as sales agents. The ATM Agreement allows us to sell our common stock for gross proceeds of up to $75.0 million from time to time, through at-the-market offerings or to the sales agents as principal purchasers (“ATM Offering”). As there is no commitment for future sales of additional shares under the ATM Agreement or the ATM Offering, we cannot predict how much, if any, additional proceeds may be realized. During the three months ended June 30, 2025, we received net proceeds of approximately $0.5 million in cash related to the ATM Offering.

In May 2025, we entered into securities purchase agreements with certain institutional investors to execute a registered direct offering (“RDO”), pursuant to which we sold an aggregate of 7,006,370 shares of our common stock and warrants to purchase up to 10,509,555 shares of common stock at a combined purchase price of $1.57 per share and warrant, for aggregate gross proceeds of approximately $11.0 million. The warrants have an exercise price of $1.71 per share and will be exercisable six months from issuance, and will expire five years following such initial date of exercise. The RDO closed on May 16, 2025 and we received net proceeds of $9.9 million in cash.

In November and December 2024, we entered into term loan agreements with Dr. Kyeongho Lee, the chairman of our board of directors, pursuant to which we borrowed $2.9 million and $2.1 million, maturing in December 2024 and January 2025, respectively, which remain outstanding as of June 30, 2025. We incur a penalty of 3% of principal per month on loans from Kyeongho Lee that are past maturity date, calculated daily until principal and accrued interest has been paid.

In December 2024, we entered into a term loan agreement with Anapass, Inc., our major stockholder, pursuant to which we borrowed $3.4 million maturing in December 2025. In January 2025, we entered into a term loan agreement with Dr. Lee, pursuant to which we borrowed $4.4 million maturing in February 2025, which remained outstanding as of June 30, 2025. In March 2025, we entered into a term loan agreement with Anapass, Inc., pursuant to which we borrowed $3.1 million maturing in March 2026. In July 2025, we entered into a term loan agreement with Anapass, Inc. and borrowed $2.2 million that will mature in July 2026. In August 2025, we entered into a term loan agreement with Anapass, Inc. and borrowed $1.5 million that will mature in August 2026.

During six months ended June 30, 2025, we were able to renegotiate the timing of payments for some of the obligations, including loan agreements with i Best Investment Co., Ltd and Dr. Lee, that initially were due in the first and second fiscal quarter of 2025, respectively.

We expect significant ongoing operating expenditures will be necessary to successfully implement our business plan and market our products. Having delivered initial samples to our lead 5G customers in the second quarter of 2025, we anticipate the commercial launch of our 5G products in the second half of 2025. We anticipate continued significant related expenditures in the form of production-related costs, including mask sets, wafers, and assembly and test costs, and most such costs will be incurred prior to the commencement of manufacturing and production.

As of June 30, 2025, our existing sources of liquidity include cash and cash equivalents of $1.3 million. As of June 30, 2025, we have outstanding convertible promissory notes and borrowings with a total principal amount of $51.7 million, which are contractually due

within 12 months from this reporting date. We will need to start generating positive cash flows, renegotiate our existing debt obligations and raise additional capital through debt or equity financing. There can be no assurance that such additional debt or equity financing will be available on terms acceptable to us or at all.

If we do not have sufficient funds to make such payments, or if we cannot extend the terms of our existing commercial loans or to raise additional capital through equity or debt offerings, the payments can be delayed, which may adversely affect our business operations and financial performance. While we believe that we will be able to secure additional capital and funding in the next 12 months to sustain our operations, there remains a substantial doubt as to our ability to continue as a going concern. For a more detailed description of such risks, please see the section entitled “Risk Factors” disclosed in our Annual Report on Form 10-K filed with the SEC on March 25, 2025.

We intend to mitigate the risk of any working capital deficit by continuing to seek and execute appropriate actions to secure funding as a publicly traded company, including extension and refinancing of existing loans, executing public or private equity offerings, debt financings, and other means. In addition, we recently filed a universal shelf registration statement on Form S-3 that will allow us to raise up to $200.0 million from the issuance of our securities, which includes the $75.0 million for the ATM Offering. Following the completion of the RDO, the Company has $114.0 million of remaining equity funding capacity available under its shelf registration statement. We have historically been able to raise capital through the issuance and sale of equity and equity-linked instruments, such as redeemable convertible preferred stock, convertible promissory notes, and borrowings, although no assurance can be provided that we would continue to be successful in doing so in the future.

We expect to use additional liquidity and our available cash and cash equivalents to finance the following activities:

Cost of mass production of 5G and other products, including masks, wafers, and design house fees;
Acquisition of IP and tool enhancement to develop the next generation of product;
Hiring of additional personnel in engineering, sales, and marketing functions; and
Improvement of engineering equipment.

While we believe that we have a reasonable basis for our expectation and we will be able to raise additional funds, we cannot provide assurance that we will be able to complete additional financing in a timely manner. In addition, the sale of additional equity securities could result in dilution to our stockholders. The incurrence of indebtedness would result in increased debt service obligations and may include operating and financial covenants that would restrict our operations. We cannot be certain that any financing will be available in the amounts we need or on terms acceptable to us, if at all. Should we enter into definitive collaboration and/or joint venture agreements or engage in business combinations in the future, we may be required to seek additional financing.

Cash Flow Comparison for the Six Months Ended June 30, 2025 and 2024

The following table summarizes our cash flows for the periods indicated (in thousands):

	Six Months Ended June 30,
	2025			2024
Net cash used in operating activities	$	(16,589	)	$	(24,062	)
Net cash used in investing activities		(209	)		(131	)
Net cash provided by financing activities		16,128			27,860
Effect of exchange rate changes on cash and cash equivalents		501			110
Net increase (decrease) in cash and cash equivalents	$	(169	)	$	3,777

Overview of Cash Flows

During the six months ended June 30, 2025 and 2024, we funded our operations primarily through financing activities. This included the proceeds received from the reverse recapitalization and concurrent PIPE financing completed in March 2024, as well as through issuance of convertible promissory notes and term loans. We remain dependent on cash inflows from financing activities to fund our operating expenses. The repayment of the outstanding borrowings portfolio will require a combination of cash generated from future operations, additional financing activities, and renegotiation of maturity dates. We are continuously evaluating our capital structure and cash flow projections as we work towards meeting our debt obligations and other liabilities.

Operating Activities

Cash used in operating activities of $16.6 million during the six months ended June 30, 2025, was primarily attributable to our net loss of $20.5 million, non-cash adjustments of $2.3 million, and a net change in our operating assets and liabilities of $1.6 million. Non-cash

adjustments consisted primarily of a $1.4 million increase in provision for credit losses, $1.0 million in stock-based compensation, $0.3 million in amortization of operating lease right-of-use assets, $0.3 million in depreciation and amortization charges, and a $0.2 million loss from the change in fair value of convertible promissory notes, partially offset by a $0.6 million gain from the change in fair value of warrant liabilities and a $0.3 million gain from the change in fair value of common stock forward liability. The change in our operating assets and liabilities of $1.6 million primarily resulted from a decrease of $1.3 million in prepaid expenses and other current assets, an increase of $1.2 million in accrued and other current liabilities, an increase of $1.1 million in net defined benefit liabilities, a decrease of $0.5 million in accounts receivable, and a $0.1 million decrease in other assets, partially offset by an increase of $0.9 million in contract assets, a decrease of $0.8 million in lease liabilities, a decrease of $0.5 million in accounts payable, a decrease of $0.3 million in income tax payables, and a decrease of $0.2 million in other liabilities.

Cash used in operating activities of $24.1 million during the six months ended June 30, 2024, was primarily attributable to our net loss of $0.3 million, non-cash adjustments of $12.5 million, and a net change in our operating assets and liabilities of $11.3 million. Non-cash adjustments consisted primarily of a $14.6 million gain from the extinguishment of a liability, $2.0 million gain from the change in fair value of warrant liabilities, and $0.5 million in provision for credit losses, partially offset by $1.5 million in stock-based compensation, $1.2 million loss from the change in fair value of convertible promissory notes, $0.7 million in non-cash expense related to the issuance of common stock to the underwriter, $0.6 million loss from the initial recognition of the common stock forward liability, $0.4 million in depreciation and amortization charges and $0.3 million in operating lease right-of-use amortization. The change in our operating assets and liabilities of $11.3 million primarily resulted from a decrease of $4.4 million in our accrued and other current liabilities, a decrease of $3.4 million in accounts payable, an increase of $1.7 million in prepaid expenses and other current assets related to the timing of payments for inventory and manufacturing of wafers, an increase of $1.2 million in contract assets due to unbilled services provided under certain projects, an increase of $0.5 million in inventory due to lower sales, a decrease of $0.4 million in other liabilities, and a decrease of $0.3 million in our lease liabilities, partially offset by an increase of $0.4 million in net defined benefit liabilities, and a decrease of $0.3 million in accounts receivable primarily due to slower collections from certain customers.

Investing Activities

Cash used in investing activities during the six months ended June 30, 2025 and 2024 was related solely to the purchases of property and equipment.

Financing Activities

Cash provided by financing activities of $16.1 million during the six months ended June 30, 2025, consisted of $11.0 million gross proceeds received from the issuance of common stock in a registered direct offering, $7.5 million in proceeds from borrowings, and $0.5 million in proceeds from the issuance of common stock under the at-market agreement, partially offset by a $2.2 million repayment of our bank borrowings and a $0.8 million payment of common stock issuance costs.

Cash provided by financing activities of $27.9 million during the six months ended June 30, 2024, consisted of $17.2 million from proceeds received from the reverse recapitalization and PIPE Financing, net of transaction costs, $16.3 million in proceeds from the issuance of convertible promissory notes, and $2.8 million proceeds received from the issuance of common stock to B. Riley under the Purchase Agreement, partially offset by $7.9 million repayment of our bank borrowings and $0.6 million repayment of convertible promissory notes.

Commitments and Contractual Obligations

We have material commitments and contractual obligations, including leases, purchase commitments, and research and development agreements. We have various operating leases, under which we lease office equipment and office space. The operating leases have various expiration dates through 2028.

We have certain commitments for outstanding purchase orders related to the manufacture of certain wafers utilized by the Company and other services, and we have entered into a material research and development agreement. See Note 7 to our unaudited condensed consolidated financial statements included in this Form 10-Q for more information regarding our additional commitments and contractual obligations.

We have certain debt agreements in place related to convertible promissory notes and borrowings. See Note 6, to our unaudited condensed consolidated financial statements included in this Form 10-Q for more information regarding our debt arrangements.

Critical Accounting Estimates

Our management’s discussion and analysis of our financial condition and results of operations is based on our unaudited condensed consolidated financial statements, which are prepared in accordance with accounting principles generally accepted in the United States

of America. The preparation of our unaudited condensed consolidated financial statements requires us to make estimates and assumptions that affect the reported amounts and related disclosures. We base our estimates on historical experience and various other factors that we believe to be reasonable under the circumstances, which form the basis for making judgments about the carrying value of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions due to the inherent uncertainty involved in making those estimates, and any such differences may be material.

There have been no material changes to our critical accounting estimates from those described in “Management’s Discussion and Analysis of Financial Condition,” “Results of Operations – Critical Accounting Policies and Significant Judgments and Estimates” disclosed in our Form 10-K filing with the SEC on March 25, 2025, except that from the Closing we have certain contracts in our own equity that are subject to liability classification and remeasurement each reporting periods.

Revenue Recognition

Our revenues are generated by the sale of mobile semiconductor solutions consisting of products and platform solutions aimed at the LTE and 5G industries, development services, and technical advice and maintenance services.

The timing of revenue recognition and the amount of revenue recognized in each case depends on various factors, including the specific terms of each arrangement and the nature of the underlying performance obligations. Revenues from sales of our products are recognized upon transfer of control to the customer, which is generally at the time of shipment. Service revenues from development services, technical advice, and maintenance services are generally recognized over time as these performance obligations are satisfied.

We make estimates of potential future returns and sales allowances related to current period product revenue. We analyze historical return rates and changes in customer demand when evaluating the adequacy of returns and sales allowances. Although we believe we have a reasonable basis for our estimates, such estimates may differ from actual returns and sales allowances. These differences may materially impact reported net product revenues and amounts ultimately collected on accounts receivable.

Provision for Credit Losses

Accounts receivable balances are primarily derived from revenues earned from customers located in the United States, China, South Korea, Japan, and Taiwan. We perform ongoing credit evaluations of the financial conditions of our customers and distributors, and generally do not require collateral from our customers. We continuously monitor collections and payments from customers and maintain a provision for credit losses based upon the collectibility of our customer accounts. We review the provision by considering certain factors such as historical experience, industry data, credit quality, age of balances and current economic conditions that may affect a customer’s ability to pay. Uncollectible receivables are written off when all efforts to collect have been exhausted and recoveries are recognized when they are recovered. We cannot guarantee that we will continue to experience the same credit loss rates that we had in the past. A significant change in the liquidity or financial position of any of our significant customers could have a material adverse effect on the collectibility of our accounts receivable and our future operating results. The provision for credit losses was $2.6 million and $1.2 million as of June 30, 2025 and December 31, 2024, respectively.

Fair Value of Convertible Promissory Notes

We have made an election to account for our convertible promissory notes under the fair value option, the convertible promissory notes are recorded at their initial fair value on the date of issuance and then are adjusted to fair value upon any modification and at each balance sheet date thereafter. Changes in the estimated fair value of the convertible promissory notes are recognized as non-cash gains or losses in the unaudited condensed consolidated statements of operations within other income (expenses), net.

Our convertible promissory notes are valued using a discounted cash flow (“DCF”) model or binomial lattice model (“BLM”), which are a Level 3 fair value measurements. Significant assumptions used in the DCF include the remaining term and discount rate. Significant assumptions used in the BLM include volatility, remaining term, risk-free rate, and credit spread.

Contracts in Own Equity – Fair Value of Liability-Classified Warrants

We classify share-settled contracts, including warrants to purchase shares of the Company’s common stock, that do not meet the indexation guidance as liabilities. At the end of each reporting period, these liability-classified instruments are remeasured using an option pricing model or BLM. Significant assumptions are used in determining the fair value of our warrants and include volatility and the risk-free rate.

Recent Accounting Pronouncements

See Note 2 to our unaudited condensed consolidated financial statements included herein for more information about recent accounting pronouncements, the timing of their adoption, and our assessment, to the extent we have made one yet, of their potential impact on our financial condition and results of operations.

JOBS Act Accounting and Smaller Reporting Company Elections

We are an “emerging growth company,” as defined in the JOBS Act. Under the JOBS Act, emerging growth companies can delay adopting new or revised accounting standards issued subsequent to the enactment of the JOBS Act until those standards apply to private companies.

We have elected to use this extended transition period for complying with certain new or revised accounting standards that have different effective dates for public and private companies until the earlier of the date we (i) are no longer an emerging growth company or (ii) affirmatively and irrevocably opt out of the extended transition period provided in the JOBS Act. As a result, our unaudited condensed consolidated financial statements may or may not be comparable to companies that comply with new or revised accounting pronouncements as of public companies’ effective dates.

We are also a “smaller reporting company,” as defined in the Exchange Act. We may continue to be a smaller reporting company even after we are no longer an emerging growth company.

We have elected to take advantage of certain of the scaled disclosures available to smaller reporting companies, and will be able to take advantage of these scaled disclosures for so long as the market value of our voting and non-voting common stock held by non-affiliates is less than $250.0 million measured on the last business day of our second fiscal quarter, or our annual revenue is less than $100.0 million during the most recently completed fiscal year and the market value of our voting and non-voting common stock held by non- affiliates is less than $700.0 million measured on the last business day of our second fiscal quarter.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We are a “smaller reporting company”, as defined by Rule 12b‑2 of the Securities and Exchange Act of 1934, as amended (the Exchange Act) and in Item 10(f)(1) of Regulation S-K and are not required to provide the information otherwise required under this item.

Item 4. Controls and Procedures.

Evaluation of Disclosure Controls and Procedures

As of June 30, 2025, management, with the participation and supervision of our Chief Executive Officer and our Chief Financial Officer, have evaluated our disclosure controls and procedures as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended, or the Exchange Act. Based on this evaluation, our Chief Executive Officer and our Chief Financial Officer have concluded that our disclosure controls and procedures were effective to provide reasonable assurance that information we are required to disclose in reports that we file or submit under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure that were effective as of June 30, 2025.

Changes in Internal Control Over Financial Reporting

There have been no changes in our internal control over financial reporting identified in connection with the evaluation required by Rule (13a-15(d) and 15d-15(d) under the Exchange Act) that occurred during the three months ended June 30, 2025, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Inherent Limitation on the Effectiveness of Internal Controls and Procedures

Our management, including our Chief Executive Officer and Chief Financial Officer, does not expect that our disclosure controls or our internal control over financial reporting will prevent all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the objectives of the control system are met. Further, the design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues and instances of fraud, if any, have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty, and that breakdowns can occur because of a simple error or mistake. Additionally, controls can be circumvented by the individual acts of some persons, by collusion of two or more people or by management override of the controls. The design of any

system of controls is also based in part upon certain assumptions about the likelihood of future events, and there can be no assurance that any design will succeed in achieving its stated goals under all potential future conditions. Over time, controls may become inadequate because of changes in conditions, or the degree of compliance with policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

We are not currently a party to any material legal proceedings. From time to time, we may, however, in the ordinary course of business become involved in legal proceedings. Regardless of outcome, litigation could have a material adverse effect on us due to defense and settlement costs, diversion of management resources, negative publicity, reputational harm and other factors, and there can be no assurances that favorable outcomes will be obtained.

ITEM 1A. Risk Factors.

Other than the risk factors discussed under this section, there have been no material changes to the risk factors we previously disclosed in our Annual Report on Form 10-K filed with the SEC on March 25, 2025. Our operations could also be affected by additional factors that are not presently known to us or by factors that we currently consider immaterial to our business.

We have a history of losses, and we may not achieve or sustain profitability in the future, on a quarterly or annual basis.

We began operations in 1998 and have incurred losses on an annual basis since inception. We have incurred and will continue to incur significant operating losses. For the years ended December 31, 2024 and 2023, we had a net loss of $12.4 million and $22.5 million, respectively, and used cash in operating activities of $31.0 million and $8.8 million, respectively. For the six months ended June 30, 2025, we had a net loss of $20.5 million, and used cash in operating activities of $16.6 million. As of June 30, 2025, we had an accumulated deficit of $582.5 million and negative working capital of approximately $58.3 million. We had short-term debt, including convertible promissory notes and borrowings, in the amount of $51.8 million as of June 30, 2025. As of December 31, 2024, we had an accumulated deficit of $562.0 million and negative working capital of approximately $43.3 million. We had short-term debt in the amount of $37.6 million, including convertible promissory notes and borrowings as of December 31, 2024. We expect to incur significant expenses related to the research and development of our products and expansion of our business. Furthermore, the rapidly evolving wireless communications markets in which we sell our products, as well as other factors, make it difficult for us to forecast quarterly and annual revenue accurately. As a result, we could experience cash flow management problems, unexpected fluctuations in our results of operations and other difficulties, any of which would make it difficult for us to meet our debt obligations and achieve and maintain profitability.

Our condensed consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification of assets or the amounts and classification of liabilities that might be necessary if we are unable to obtain adequate financing in the future. Accordingly, if we do not generate sufficient level of revenue or become profitable, we will be required to seek other sources of funding, such as issuance of equity or debt securities to raise capital. Any such financings may not be accessible on acceptable terms, if at all. The failure to raise additional capital or otherwise obtain funding for our operation will have a material adverse effect on our business, results of operations and financial position.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.

None.

Item 3. Defaults Upon Senior Securities.

Not applicable.

Item 4. Mine Safety Disclosures.

Not applicable.

Item 5. Other Information.

During the quarter ended June 30, 2025, none of the Company’s directors or officers informed the Company of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408.

ITEM 6. Exhibits.

	Exhibit Index
Exhibit<br>No.	Description
4.1	Form of Warrant
10.1‡	Form of Securities Purchase Agreement dated May 15, 2025 between GCT Semiconductor Holding, Inc. and the Purchasers identified therein (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 16, 2025)
10.2‡	Placement Agency Agreement dated May 15, 2025 by and between GCT Semiconductor Holding, Inc. and Roth Capital Partners, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 16, 2025)
31.1**	Certification of the Principal Executive Officer pursuant to Rule 13a‑14(a) and Rule 15d‑14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2**	Certification of the Principal Financial Officer pursuant to Rule 13a‑14(a) and Rule 15d‑14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1**	Certification of the Principal Executive Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
32.2**	Certification of the Principal Financial Officer pursuant to 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS	Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File as its XBRL tags are embedded within the Inline XBRL document.
101.SCH	Inline XBRL Taxonomy Extension Schema Document With Embedded Linkbase Documents.
104	Cover Page formatted as Inline XBRL and contained in Exhibit 101

‡ Certain of the exhibits and schedules have been omitted in accordance with Regulation S-K Item 601(a)(5). The Registrant agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

** The certifications attached as Exhibits 32.1 and 32.2 that accompany this Quarterly Report, are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of GCT Semiconductor Holding, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in such filing.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	GCT Semiconductor Holding, Inc.
Date: August 12, 2025	By:	/s/ John Schlaefer
	Name:	John Schlaefer
	Title:	Chief Executive Officer
	GCT Semiconductor Holding, Inc.
---	---	---
Date: August 12, 2025	By:	/s/ Edmond Cheng
	Name:	Edmond Cheng
	Title:	Chief Financial Officer

EX-4.1

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 THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

WARRANT TO PURCHASE COMMON STOCK

Date of Issuance: [•] Number of Shares: [•]

This Certifies That, for value received, [•], or its registered assigns (the “Holder”), is entitled, subject to the terms and conditions of this Warrant, at any time or from time to time before the Expiration Time (as defined below) to purchase from GCT Semiconductor Holding, Inc., a Delaware corporation (the “Company”), up to [•] shares of Warrant Stock (as defined below) at a price per share of U.S. $[•] per share (the “Exercise Price”).

CERTAIN DEFINITIONS. As used in this Warrant the following terms shall have the following respective meanings, and capitalized terms used herein and not defined herein shall have the meaning set forth in the Warrant Issuance Agreement dated as of [•] between the Company and Holder:

“Commission” shall mean the U.S. Securities and Exchange Commission.

“Common Stock Equivalents” shall mean any securities of the Company or its wholly owned subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, right, option, warrant or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock.

“Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.

“Expiration Time” shall mean the five (5) years from the date of issuance of this Warrant.

“Person” shall mean any individual, sole proprietorship, partnership, limited liability company, corporation, joint venture, trust, incorporated organization or government or department or agency thereof.

“Securities Act” shall mean the Securities Act of 1933, as amended.

“Warrant” shall include this Warrant and any warrant delivered in substitution or exchange for this Warrant as provided herein.

“Warrant Stock” shall mean the Common Stock, $0.0001 par value per share, of the Company, provided, however, that the Warrant Stock shall mean, in the case of a reclassification, recapitalization or other similar capital reorganization, the securities of the Company issued in exchange for, in lieu of or otherwise for the outstanding Common Stock upon such reclassification, recapitalization or reorganization.

EXERCISE OF WARRANT

2.1. Number of Shares; Exercise. The Holder shall have the right to exercise the Warrant, subject to the terms and conditions of this Warrant, with respect to up to [•] shares of Warrant Stock as of the date of issuance of this Warrant. The Company will take all actions reasonably requested by the Holder to effectuate the exercise pursuant to this Section 2.1, including but not limited to the issuance of shares of Warrant Stock on a certificated or non-certificated basis and update of the Company’s stock records to reflect the issuance of the Warrant Stock.

2.2 Exercise Mechanics; Payment. Subject to compliance with the terms and conditions of this Warrant and applicable securities laws, this Warrant may be exercised, in whole or in part at any time or from time to time, in accordance with Section 2.1, on or before the Expiration Time by the delivery of a notice of exercise in substantially the form attached hereto as Exhibit A (the “Notice of Exercise”), duly executed by the Holder, at the principal executive office of the Company, and as soon as practicable after such date, surrendering:

(a) this Warrant and

(b) except in a “cashless exercise” pursuant to Section 2.5, payment in cash (by check) or by wire transfer of an amount equal to the product obtained by multiplying the number of shares of Warrant Stock being purchased upon such exercise by the Exercise Price.

2.3 Partial Exercise; Effective Date of Exercise. This Warrant shall be deemed to have been exercised immediately prior to the close of business on the date of the Company’s receipt of a Notice of Exercise and the Holder shall be treated for all purposes as the holder of record of such shares as of the close of business on such date (the “Exercise Date”). In case of any partial exercise of this Warrant, the Company shall cancel this Warrant upon surrender hereof (or in the event that this Warrant is lost, stolen or destroyed, upon the Company’s receipt of an indemnity agreement) and shall execute and deliver a new Warrant having the same terms as this Warrant for the balance of the shares of Warrant Stock purchasable hereunder as soon as practicable and in any event not more than fifteen (15) days after exercise of this Warrant.

2.4 Number of Shares of Warrant Stock. This Warrant shall be exercisable for up to the aggregate number of shares of Warrant Stock set forth on the cover page of this Warrant.

2.5 Cashless Exercise. This Warrant may also be exercised through a “cashless exercise.” Upon exercise, Holder shall receive the “Net Number” of shares of Warrant Stock determined according to the following formula:

X = Y [(A-B)/A] where “X” equals the number of Warrant Stock to be issued to the Holder; “Y” equals the total number of Warrant Stock with respect to which this Warrant is then being exercised; “A” equals the closing sale price per share of Common Stock as of the trading day on the date immediately preceding the Exercise Date; and “B” equals the Exercise Price then in effect on the Exercise Date.

For purposes of Rule 144 promulgated under the Securities Act, it is intended, understood and acknowledged that the shares of Warrant Stock issued in such a “cashless exercise” transaction shall be deemed to have been acquired by the Holder, and the holding period for such shares of Warrant Stock shall be deemed to have commenced, on the date this Warrant was originally issued (provided that the Commission continues to take the position that such treatment is proper at the time of such exercise).

2.6 Exercise Limitations. The Company shall not effect any exercise of this Warrant, and the Holder shall not have the right to exercise any portion of this Warrant, pursuant to this Section 2 or otherwise, to the extent that after giving effect to such issuance after exercise as set forth on the applicable Notice of Exercise, the Holder (together with the Holder’s Affiliates, and any other Persons acting as a group together with the Holder or any of the Holder’s Affiliates), would beneficially own in excess of the Beneficial Ownership Limitation (as defined below). For purposes of the foregoing sentence, the number of shares of Common Stock beneficially owned by the Holder and its Affiliates shall include the number of shares of Common Stock issuable upon exercise of this Warrant with respect to which such determination is being made, but shall exclude the number of shares of Common Stock which would be issuable upon (i) exercise of the remaining, nonexercised portion of this Warrant beneficially owned by the Holder or any of its Affiliates, and (ii) exercise or conversion of the unexercised or nonconverted portion of any other securities of the Company (including, without limitation, any other Common Stock Equivalents) subject to a limitation on conversion or exercise analogous to the limitation contained herein beneficially owned by the Holder or any of its Affiliates. Except as set forth in the preceding sentence, for purposes of this Section 2.6, beneficial ownership shall be calculated in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder, it being acknowledged by the Holder that the Company is not representing to the Holder that such calculation is in compliance with Section 13(d) of the Exchange Act and the Holder is solely responsible for any schedules required to be filed in accordance therewith. To the extent that the limitation contained in this Section 2.6 applies, the determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable shall be in the sole discretion of the Holder, and the submission of a Notice of Exercise shall be deemed to be the Holder’s determination of whether this Warrant is exercisable (in relation to other securities owned by the Holder together with any Affiliates) and of which portion of this Warrant is exercisable, in each case subject to the Beneficial Ownership Limitation, and the Company shall have no obligation to verify or confirm the accuracy of such determination. In addition, a determination as to any group status as contemplated above shall be determined in accordance with Section 13(d) of the Exchange Act and the rules and regulations promulgated thereunder. For purposes of this Section 2.6, in determining the number of outstanding shares of Common Stock, the Holder may rely on the number of outstanding shares of Common Stock as reflected in (A) the Company’s most recent periodic or annual report filed with the Commission, as the case may be, (B) a more recent public announcement by the Company, or (C) a more recent written notice from the Company or the Transfer Agent setting forth the number of shares of Common Stock outstanding. Upon the written request of the Holder, the Company shall within three (3) trading days confirm orally and in writing to the Holder the number of shares of Common Stock then outstanding. In any case, the number of outstanding shares of Common Stock shall be determined after giving effect to the conversion or exercise of securities of the Company, including this Warrant, by the Holder or its Affiliates since the date as of which such number of outstanding shares of Common Stock was reported. The “Beneficial Ownership Limitation” shall be 19.99% of the number of shares of the Common Stock outstanding immediately after giving effect to the applicable issuance of shares of Common Stock issuable upon exercise of this Warrant, provided that the Holder may decrease such Beneficial Ownership Limitation upon written notice to the Company. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 2.6 to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended Beneficial Ownership Limitation herein contained or to make changes or supplements necessary or desirable to properly give effect to such limitation. The limitations contained in this paragraph shall apply to a successor holder of this Warrant.

LOSS OR MUTILATION. Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of this Warrant and, in the case of any such loss, theft or destruction, receipt of an indemnity agreement or, in the case of mutilation, upon surrender and cancellation of this Warrant, the Company will execute and deliver in lieu thereof a new Warrant having the same terms as contained in the lost, stolen, destroyed or mutilated Warrant.
RESERVATION OF WARRANT STOCK. The Company hereby covenants that at all times there shall be reserved for issuance and delivery upon exercise of this Warrant such number of shares of Warrant Stock or other shares of capital stock of the Company as are from time to time issuable upon exercise of this Warrant and, from time to time, will take all steps necessary to amend its Certificate of Incorporation to authorize sufficient number of shares of Warrant Stock issuable upon exercise of this Warrant.
TRANSFER AND EXCHANGE. The Company shall register the Holder in whose name this Warrant is registered upon the books and records maintained by the Company. Subject to compliance with all applicable securities laws, and only with the written consent of the Company, this Warrant and all rights hereunder may be transferred by the Holder, in whole or in part at any time and from time to time, on the books and records of the Company maintained for such purpose at the principal executive office of the Company, in person, or by duly authorized attorney, upon surrender of this Warrant together with a Form of Assignment in substantially the form attached hereto as Exhibit B duly executed by the Holder and upon payment of any necessary transfer tax or other governmental charge imposed upon such transfer.
RESTRICTIONS ON TRANSFER. By acceptance of this Warrant, the Holder hereby agrees that, absent an effective registration statement filed under applicable securities laws covering the disposition or sale of this Warrant or the Warrant Stock issued or issuable upon exercise hereof, as the case may be, and registration or qualification under applicable securities laws, the Holder will not sell, offer for sale, pledge, hypothecate or otherwise transfer this Warrant or any shares of Warrant Stock, as the case may be, unless such transfer is exempt from the registration requirements of applicable securities laws. The Company may require an opinion of counsel, in form and substance reasonably satisfactory to the Company, to the effect that such registration is not required in connection with such transfer.
COMPLIANCE WITH SECURITIES LAWS. By acceptance of this Warrant, the Holder hereby represents, warrants and covenants that any securities purchased upon exercise of this Warrant or acquired upon conversion thereof shall be acquired for investment only and not with a view to, or for sale in connection with, any distribution thereof; that the Holder has had such opportunity as the Holder has deemed adequate to obtain from representatives of the Company such information as is necessary to permit the Holder to evaluate the merits and risks of its investment in the Company; that the Holder is able to bear the economic risk of holding such shares of Warrant Stock for an indefinite period; that the Holder understands that shares Warrant Stock will not be registered under the Securities Act (unless otherwise required pursuant to exercise by the Holder of registration rights) and will be “restricted securities” within the meaning of Rule 144 promulgated under the Securities Act and that the exemption from registration under Rule 144 will not be available unless adequate information concerning the Company is then available to the public, and other terms and conditions of Rule 144 are complied with; and that all stock certificates representing shares of Warrant Stock may have affixed thereto a legend substantially in the following form:

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “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 ACT OR UNLESS SUCH TRANSFER IS EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

NO RIGHTS OR LIABILITIES AS STOCKHOLDERS. Prior to exercise, the Holder solely in such Holder’s capacity as a holder of this Warrant shall not be entitled to any right to vote, give or withhold consent to any corporate action, receive notice of meetings or be deemed a holder of the Warrant Stock issuable upon exercise of this Warrant. In addition, nothing contained in this Warrant shall be

construed as imposing any liabilities on the Holder to purchase any securities (upon exercise of this Warrant or otherwise) or as a stockholder of the Company, whether such liabilities are asserted by the Company or by its creditors.

NOTICES. Except as may be otherwise provided herein, all notices, including but not limited to Notices of Exercise, requests, waivers and other communications made pursuant to this Warrant shall be in writing and shall be deemed to have been received (a) when hand delivered to the other party; (b) when sent by facsimile to the party’s attention at the email address or facsimile number set forth below, provided that the sending party has confirmation of transmission; (c) five (5) days after deposit in the U.S. mail, first class, postage prepaid and certified or registered with return receipt requested and addressed to the other party as set forth below; or (d) the next business day after deposit with a national overnight delivery service, postage prepaid, addressed to the parties as set forth below with next-business-day delivery guaranteed, provided that the sending party receives a confirmation of delivery from the delivery service provider. A party may change the addresses given below, or designate additional addresses, for purposes of this section by giving the other party written notice of the new address in the manner set forth above.

To the Holder:	To the Company:
[•]<br>Address of Holder:<br><br>Telephone Number:_______<br><br>Email: ________________<br><br>Attn: ______________	GCT Semiconductor Holding, Inc.<br><br>2290 North 1st Street, Suite 201<br><br>San Jose, CA 95131<br><br><br><br>Telephone Number: 408-434-6040<br><br>Email: jschlaefer@gctsemi.com<br><br><br><br>Attn: John Schlaefer

TITLE AND HEADINGS. The titles, captions and headings in this Warrant are included for ease of reference only and will be disregarded in interpreting or construing this Warrant. Unless otherwise specifically stated, all references herein to “sections” and “exhibits” will mean “section and exhibits” to this Warrant.
LAW GOVERNING. This Warrant shall be governed in all respects by the laws of the State of California, without regard to principles of conflict of laws.
SEVERABILITY. In the event that any one or more of the provisions contained in this Warrant shall for any reason be held to be invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such invalidity, illegality or unenforceability shall not affect any other provision of this Warrant.
AMENDMENT. This Warrant may not be amended, terminated or waived unless mutually agreed by the Company and the Holder in a written amendment to this Warrant executed by a duly authorized officer of the Company and the Holder. The provisions of this Warrant and any amendment, termination or waiver effected in accordance with this Section 13 shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors and administrators of the parties hereto.
ENTIRE AGREEMENT. This Warrant constitutes the full and entire understanding and agreement between the parties with regard to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations, and undertakings of the parties, whether oral or written, with respect to such subject matter.
SATURDAYS, SUNDAYS AND HOLIDAYS. If the Expiration Time falls on a Saturday, Sunday or legal holiday, the Expiration Time shall automatically be extended until 5:00 p.m. Pacific Daylight Time on the next business day.

(Remainder of page intentionally left blank.)

IN WITNESS WHEREOF, the Company has caused this Warrant to be executed by its duly authorized officer as of the Date of Issuance set forth on the cover page of this Warrant.

COMPANY:

GCT Semiconductor Holding, Inc.

Signed:

Print Name: John Schlaefer

Title: Chief Executive Officer

Agreed to and Accepted By:

HOLDER:

[•]

Signed:

Print Name:

Title:

Exhibit A

NOTICE OF EXERCISE

(To be executed upon exercise of Warrant)

To: GCT Semiconductor Holding, Inc.	Date:_____________________

The undersigned hereby irrevocably elects to exercise the right of purchase represented by the Warrant for, and to purchase thereunder, the securities of GCT Semiconductor Holding, Inc., as provided for therein, and

☐ tenders herewith payment of the exercise price in full in the form of cash or a certified or official bank check in same-day funds in the amount of $____________; or

☐ intends that payment of the Exercise Price shall be made as a “cashless exercise” under Section 2.5 of the Warrant

for ___________ shares of Warrant Stock.

Please issue a certificate or certificates for such securities in the name of:

Name:

Address:

Note: Unless permitted by the terms of the Warrant and applicable federal and state securities laws, the name specified above must correspond in all respects with the name as written upon the face of the Warrant in every particular without alteration or change whatsoever.

If the number of shares specified in this Notice of Exercise shall not be all of the shares of Warrant Stock purchasable under the Warrant, please issue a new Warrant in the name of the undersigned for the balance remaining of the shares of Warrant Stock purchasable thereunder.

IN WITNESS WHEREOF, the undersigned has caused this Notice of Exercise to be executed by its duly authorized officer as of the date first set forth above.

Signed:

Print Name:

Title:

Exhibit B

FORM OF ASSIGNMENT

(To be executed only upon assignment of Warrant)

To: GCT Semiconductor Holding, Inc.	Date:_____________________

For value received, the undersigned hereby sells, assigns and transfers unto ________________________ the attached Warrant, together with all right, title and interest therein, and does hereby irrevocably constitute and appoint ____________________________ attorney, to transfer said Warrant on the books of the within-named Company with respect to the number of shares of Warrant Stock set forth below, with full power of substitution in the premises:

Name(s) of Assignee(s)	Address	Number of Shares of Warrant Stock

If the number of shares specified to be transferred in this Form of Assignment shall not be all of the shares of Warrant Stock purchasable under the Warrant, please issue a new Warrant in the name of the undersigned for the balance remaining of the shares of Warrant Stock purchasable thereunder.

Signed:

Print Name:

Title:

EX-31.1

Exhibit 31.1

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, John Schlaefer, certify that:

I have reviewed this Quarterly Report on Form 10-Q of GCT Semiconductor Holding, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 12, 2025	By:	/s/ John Schlaefer
		John Schlaefer
		Chief Executive Officer

EX-31.2

Exhibit 31.2

CERTIFICATION PURSUANT TO

RULES 13a-14(a) AND 15d-14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,

AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Edmond Cheng, certify that:

I have reviewed this Quarterly Report on Form 10-Q of GCT Semiconductor Holding, Inc.;
Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes, in accordance with generally accepted accounting principles;
Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 12, 2025	By:	/s/ Edmond Cheng
		Edmond Cheng
		Chief Financial Officer

EX-32.1

Exhibit 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of GCT Semiconductor Holding, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2025 as filed with the Securities and Exchange Commission on the date hereof (the “Report”), I certify, pursuant to 18 U.S.C. § 1350, as adopted pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: August 12, 2025	By:	/s/ John Schlaefer
		John Schlaefer
		Chief Executive Officer

EX-32.2

Exhibit 32.2

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
The information contained in the Report fairly presents, in all material respects, the financial condition and result of operations of the Company.

Date: August 12, 2025	By:	/s/ Edmond Cheng
		Edmond Cheng
		Chief Financial Officer

Table of Contents

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 10-Q

For the quarterly period ended June 30, 2025

For the transition period from ___________ to ___________

Commission File Number: 001-41013

GCT Semiconductor Holding, Inc.

Registrant’s telephone number, including area code: (408) 434‑6040

Not Applicable

Table of Contents

Special Note Regarding Forward-Looking Statements

Table of Contents

Table of Contents

Table of Contents

iii

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited).

GCT SEMICONDUCTOR HOLDING, INC.

Condensed Consolidated Balance Sheets

(unaudited, in thousands, except per share amounts)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

GCT SEMICONDUCTOR HOLDING, INC.

Condensed Consolidated Statements of Operations

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

GCT SEMICONDUCTOR HOLDING, INC.

Condensed Consolidated Statements of Comprehensive Income (Loss)

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

GCT SEMICONDUCTOR HOLDING, INC.

Condensed Consolidated Statements of Stockholders’ Deficit

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

GCT SEMICONDUCTOR HOLDING, INC.

Condensed Consolidated Statements of Cash Flows

The accompanying notes are an integral part of these unaudited condensed consolidated financial statements.

Table of Contents

GCT SEMICONDUCTOR HOLDING, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

1. Organization and Liquidity

Description of Business

Liquidity

Table of Contents

GCT SEMICONDUCTOR HOLDING, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

2. Summary of Significant Accounting Policies and Basis of Presentation

Principles of Consolidation and Basis of Presentation

Use of Estimates

Risk and Uncertainties

Table of Contents

GCT SEMICONDUCTOR HOLDING, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Provision for Credit Losses

Revenue Recognition

Concentration of Credit Risk

Table of Contents

GCT SEMICONDUCTOR HOLDING, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Foreign Currency

Convertible Promissory Notes

Other Comprehensive Income (Loss)

Table of Contents

GCT SEMICONDUCTOR HOLDING, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

Common Stock Warrants

Segment Information

Emerging Growth Company Status

Recent Accounting Pronouncements Not Yet Adopted

Table of Contents

GCT SEMICONDUCTOR HOLDING, INC.

Notes to Unaudited Condensed Consolidated Financial Statements

3. Disaggregation of Revenue

Contract Assets and Liabilities

4. Fair Value of Measurements

Recurring Fair Value Measurements

For the transition period from _ to _