GCT Semiconductor Holding, Inc 10-K for FY2022

GCT Semiconductor Holding, Inc. (GCTS)

10-K 2023-02-27 For: 2022-12-31

Added on April 05, 2026

About this 10-K

GCT Semiconductor Holding, Inc filed this 10-K on February 27, 2023, covering the fiscal year ended December 31, 2022 (FY2022).

Headline figures

Fiscal year ended December 31, 2022, as reported in this filing, compared with the same period a year earlier where the filing states it.

Net income: $24.26M

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Delaware		86-2171699
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

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

		Page
	PART I
Item 1.	Business	4
Item 1A.	Risk Factors	25
Item 1B.	Unresolved Staff Comments	54
Item 2.	Properties	54
Item 3.	Legal Proceedings	54
Item 4.	Mine Safety Disclosures	54
	PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	54
Item 6.	[Reserved]	55
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	56
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	60
Item 8.	Financial Statements and Supplementary Data	60
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	60
Item 9A.	Controls and Procedures	60
Item 9B.	Other Information	61
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	61
	PART III

Item 10.	Directors, Executive Officers and Corporate Governance	62
Item 11.	Executive Compensation	66
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	67
Item 13.	Certain Relationships and Related Transactions, and Director Independence	68
Item 14.	Principal Accountant Fees and Services	71
	PART IV

Item 15.	Exhibits and Financial Statement Schedules	72
Item 16.	Form 10-K Summary	74
SIGNATURES		97


Type of Transaction		Whether Stockholder Approval is Required
Purchase of assets		No
Purchase of stock of target not involving a merger with the company		No
Merger of target into a subsidiary of the company		No
Merger of the company with a target		Yes


Name	Age	Title
Bob Diamond	71	Chairman of the Board
Jeff Tuder	49	Chief Executive Officer and Director
Michele Cito	33	Chief Financial Officer
Peter Ort	52	Director
Thomas King	62	Director
Larry Leibowitz	62	Director


	Number of		Percentage of
	Shares		Outstanding
	Beneficially		common
	Owned		stock
Name and Address of Beneficial Owner(1)
Concord Sponsor Group III LLC(2)	7,957,727	(3)	18.7	%
683 Capital Management, LLC(4)	2,475,000		7.2	%
Highbridge Capital Management, LLC(5)	1,907,038		5.5	%
Saba Capital Management, L.P.(6)	2,595,089		7.5	%
Bob Diamond		(7)	—
Jeff Tuder		(7)	—
Michele Cito		(7)	—
Peter Ort	30,000	(8)	*
Thomas King	30,000	(8)	*
Larry Leibowitz	30,000	(8)	*
All directors and executive officers as a group (6 individuals)	90,000	(7)(8)	*	%


Exhibit No.		Description
3.1⁽¹⁾		Amended and Restated Certificate of Incorporation.
3.2⁽²⁾		Bylaws.
4.1⁽²⁾		Specimen Unit Certificate.
4.2⁽²⁾		Specimen Class A Common Stock Certificate.
4.3⁽²⁾		Specimen Warrant Certificate.
4.4⁽¹⁾		Warrant Agreement, dated November 3, 2021, between the Registrant and Continental Stock Transfer & Trust Company.
4.5⁽³⁾		Description of Securities of the Registrant.
10.1⁽²⁾		Amended and Restated Promissory Note, dated August 10, 2021, issued to our sponsor.
10.2⁽²⁾		Securities Subscription Agreement, dated March 1, 2021, between the Registrant and our sponsor.

10.3⁽¹⁾		Letter Agreement, dated November 3, 2021, among the Company, our sponsor, CA2 Co-Investment LLC and each of the executive officers, directors and initial stockholders of the Company.
10.4⁽¹⁾		Investment Management Trust Agreement, dated November 3, 2021, between the Registrant and Continental Stock Transfer & Trust Company.
10.5⁽¹⁾		Registration Rights Agreement, dated November 3, 2021, among the Company, our sponsor and certain securityholders.
10.6⁽¹⁾		Private Placement Warrants Subscription Agreement, darted November 3, 2021, by and between the Company and the Sponsor.
10.7⁽¹⁾		Private Placement Warrants Subscription Agreement, darted November 3, 2021, by and between the Company and CA2 Co-Investment LLC
10.8⁽¹⁾		Administrative Services Agreement, dated November 3, 2021, between the Company and Atlas Merchant Capital LLC
10.9⁽¹⁾		Promissory Note for Sponsor Loan, dated November 8, 2021, between the Company and the Sponsor
10.10⁽¹⁾		Promissory Note for Sponsor Loan, dated November 8, 2021, between the Company and the CA2 Co-Investment
10.11⁽¹⁾		Form of Indemnity Agreement.
10.12⁽¹⁾		Underwriting Agreement, dated November 3, 2021, by and among the Company, Citigroup Global Markets Inc. and Cowen and Company, LLC.
31.1*		Certification of Chief Executive Officer (Principal Executive Officer) required by Rule 13a-14(a) or Rule 15d-14(a).
31.2*		Certification of Chief Financial Officer (Principal Financial and Accounting Officer) required by Rule 13a-14(a) or Rule 15d-14(a).
32.1**		Certification of Chief Executive Officer and Chief Financial Officer required by Rule 13a-14(b) or Rule 15d-14(b) and 18 U.S.C. 1350.
101.INS*		XBRL Instance Document*
101.SCH*		XBRL Taxonomy Extension Schema
101.CAL*		XBRL Taxonomy Calculation Linkbase
101.DEF*		XBRL Definition Linkbase Document
101.LAB*		XBRL Taxonomy Label Document
101.PRE*		XBRL Definition Linkbase Document
104		Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).


	Page

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688)	75

Balance Sheets	76

Statements of Operations	77

Statements of Changes in Stockholders’ Deficit	78

Statements of Cash Flows	79

Notes to Financial Statements	80


	December 31, 2022		December 31, 2021
Assets
Current Assets:
Cash	$	521,149	$	1,214,555
Prepaid expenses		331,453		396,482
Total Current Assets		852,602		1,611,037
Long-term prepaid expenses		—		323,985
Marketable securities and cash held in Trust Account		356,190,233		351,921,694
Total Assets	$	357,042,835	$	353,856,716

Liabilities and Stockholders' Deficit
Current Liabilities:
Due to related party		10,024		2,727
Accrued income taxes		485,207		—
Accounts payable and accrued expenses		79,569		309,438
Total Current Liabilities		574,800		312,165
Warrant liability		1,812,200		18,655,000
Sponsor loans, at fair value		1,000,000		5,490,000
Deferred underwriters' discount		12,075,000		12,075,000
Total Liabilities		15,462,000		36,532,165

Commitments and Contingencies

Common stock subject to possible redemption, 34,500,000 shares at redemption value of $10.31 and $10.20 at December 31, 2022 and 2021, respectively		355,643,935		351,900,000

Stockholders’ Deficit:
Preferred stock, $0.0001 par value; 1,000,000 shares authorized; none issued and outstanding		—		—
Class A common stock, $0.0001 par value; 200,000,000 shares authorized; 0 shares issued and outstanding, excluding 34,500,000 shares subject to possible redemption		—		—
Class B Common stock, $0.0001 par value; 20,000,000 shares authorized; 8,625,000 shares issued and outstanding		863		863
Additional paid-in capital		—		—
Accumulated deficit		(14,063,963)		(34,576,312)
Total Stockholders' Deficit		(14,063,100)		(34,575,449)
Total Liabilities and Stockholders' Deficit	$	357,042,835	$	353,856,716


			For the period
			from February
			18, 2021
			(inception)
	Year ended		through
	December 31,		December 31,
	2022		2021
Formation and operating costs	$	1,172,506	$	361,567
Loss From Operations		(1,172,506)		(361,567)

Other Income (Expense):
Income from investments held in Trust Account		5,091,197		21,694
Change in fair value of warrant liability and sponsor loans		21,332,800		11,431,645
Offering costs attributable to warrant liability		—		(1,035,747)
Fair value of Private Placement Warrants in excess of purchase price		—		(886,420)
Total Other Income, Net		26,423,997		9,531,172
Income before provision for income taxes		25,251,491		9,169,605

Provision for income taxes		995,207		—

Net Income	$	24,256,284	$	9,169,605

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		34,500,000		5,876,972
Basic net income per share, Class A common stock subject to possible redemption	$	0.56	$	0.69
Diluted net income per share, Class A common stock subject to possible redemption	$	0.56	$	0.68
Basic weighted average shares outstanding, Class B common stock		8,625,000		7,459,967
Diluted weighted average shares outstanding, Class B common stock		8,625,000		7,619,690
Basic net income per share, Class B common stock	$	0.56	$	0.69
Diluted net income per share, Class B common stock	$	0.56	$	0.68


				Class A			Class B
	Preferred Stock			Common Stock			Common Stock			Additional Paid-		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		In Capital		Deficit		Deficit
Balance as of January 1, 2022	—	$	—	—	$	—	8,625,000	$	863	$	—	$	(34,576,312)	$	(34,575,449)
Increase in redemption value of shares subject to possible redemption	—		—	—		—	—		—		—		(3,743,935)	$	(3,743,935)
Net income	—		—	—		—	—		—		—		24,256,284		24,256,284
Balance as of December 31, 2022	—	$	—	—	$	—	8,625,000	$	863	$	—	$	(14,063,963)	$	(14,063,100)


			For the period from
			February 18, 2021
	For the Year ended		(inception) through
	December 31, 2022		December 31, 2021
Cash Flows From Operating Activities:
Net income	$	24,256,284	$	9,169,605
Adjustments to reconcile net income to net cash used in operating activities:
Income from investments held in Trust Account		(5,091,197)		(21,694)
Changes in fair value of warrant liability and sponsor loans		(21,332,800)		(11,431,645)
Fair value of Private Placement Warrants in excess of purchase price		—		886,420
Offering costs attributable to warrant liability		—		1,035,747
Changes in operating assets and liabilities:
Prepaid expenses		389,014		(720,467)
Due to related party		7,297		2,727
Accrued income taxes		485,207		—
Accounts payable and accrued offering costs		(229,869)		224,438
Net Cash Used In Operating Activities		(1,516,064)		(854,869)

Cash Flows From Investing Activities:
Amounts withdrawn from Trust Account to pay taxes		822,658		—
Investment of cash in Trust Account		—		(351,900,000)
Net Cash Provided (Used) In Operating Activities		822,658		(351,900,000)
Cash Flows From Financing Activities:
Proceeds from sale of Units, net of underwriters’ discount		—		338,100,000
Proceeds from issuance of private placement warrants		—		9,400,000
Proceeds from issuance of sponsor loans		—		6,900,000
Proceeds from sale of common stock to initial shareholders		—		25,000
Proceeds from issuance of promissory note to related party		—		175,000
Payment of offering costs		—		(455,576)
Repayment of promissory note to related party		—		(175,000)
Net Cash Provided By Financing Activities		—		353,969,424

Net change in cash		(693,406)		1,214,555
Cash, beginning of the period		1,214,555		—
Cash, end of the period	$	521,149	$	1,214,555

Supplemental disclosure of cash flow information:
Non-cash financing transactions:
Increase in redemption value of shares subject to possible redemption	$	3,743,935	$	—
Initial classification of warrant liability	$	—	$	28,676,645
Deferred underwriting fee payable	$	—	$	12,075,000
Offering costs included in accounts payable and accrued offering expenses	$	—	$	85,000
Other supplemental cash flow information:
Federal income tax paid	$	510,000	$	—


Gross proceeds	$	345,000,000
Less:
Deferred underwriting costs, net of amounts attributable to warrant liability		(11,431,342)
Paid underwriting fees, net of amounts attributable to warrant liability		(6,532,196)
Proceeds allocated to Public Warrants		(18,390,225)
Other offering costs paid		(516,291)
Plus:
Remeasurement of shares subject to redemption		43,770,054
Class A common stock subject to possible redemption, December 31, 2021		351,900,000
Plus:
Increase in redemption value of shares subject to possible redemption		3,743,935
Class A common stock subject to possible redemption, December 31, 2022	$	355,643,935


					Period from February 18, 2021
					(inception) through
	Year ended December 31, 2022				December 31, 2021
	Class A		Class B		Class A		Class B
Basic and diluted net income per share
Numerator:
Allocation of net income (Basic net income per share)	$	19,405,027	$	4,851,257	$	4,040,620	$	5,128,985
Dilutive effect of contingently issued stock	$	—	$	—	$	(47,817)	$	47,817
Allocation of net income (Diluted net income per share)	$	19,405,027	$	4,851,257	$	3,992,803	$	5,176,802

Denominator
Basic weighted-average shares outstanding		34,500,000		8,625,000		5,876,972		7,459,967
Dilutive effect of contingently issued stock		—		—		—		159,723
Diluted weighted-average shares outstanding		34,500,000		8,625,000		5,876,972		7,619,690
Basic net income per share	$	0.56	$	0.56	$	0.69	$	0.69
Diluted net income per share	$	0.56	$	0.56	$	0.68	$	0.68


		December 31,
Assets:	Level	2022		2021
Marketable securities and cash held in Trust Account	1	$	356,190,233	$	—


		December 31,
Liabilities:	Level	2022		2021
Warrant Liability – Public Warrants ^(a)	(a)	$	1,173,000	$	12,075,000
Warrant Liability – Private Placement Warrants	3	$	639,200	$	6,580,000
Sponsor Loans	3	$	1,000,000	$	5,490,000


Liabilities:	Fair Value		Unpaid Principal Balance
December 31, 2022	$	1,000,000	$	6,900,000
December 31, 2021	$	5,490,000	$	6,900,000


	December 31,
Input	2022			2021
Common stock price	$	10.19		$	9.90
Risk-free interest rate (Bond)		4.51	%		0.33	%
Risk-free forward interest rate (Conversion Option)		3.91	%		1.50	%
Expected term in years		0.36 years			0.85 years
Expected volatility		0.00	%		10.40	%
Credit spread		5.33	%		3.19	%


	December 31, 2021
Input	Public Warrants
Common stock price	$	9.90
Risk-free interest rate		1.34	%
Expected term in years		5.85 years
Expected volatility		10.40	%
Exercise price	$	11.50
Warrant fair value	$	0.69


Initial measurement of fair value of Warrant liabilities measured with level 3 inputs at November 8, 2021:	$	28,676,645
Change in fair value		(10,021,645)
Fair Value at December 31, 2021 – Warrant liabilities	$	18,655,000


Warrant liabilities measured with level 3 inputs at January 1, 2022:	$	18,655,000
Public Warrants reclassified to level 1 (1)		(6,727,500)
Change in fair value		(11,288,300)
Fair Value at December 31, 2022 – private placement warrants	$	639,200


	Public		Private Placement		Warrant		Sponsor
	Warrants		Warrants		Liability		Loans
Initial measurement of fair value on November 8, 2021	$	18,390,225	$	10,286,420	$	28,676,645	$	6,900,000
Change in valuation inputs or other assumptions		6,315,225		3,706,420		10,021,645		1,410,000
Fair value as of December 31, 2021	$	12,075,000	$	6,580,000	$	18,655,000	$	5,490,000
Change in valuation inputs or other assumptions		(10,902,000)		(5,940,800)		(16,842,800)		(4,490,000)
Fair value as of December 31, 2022	$	1,173,000	$	639,200	$	1,812,200	$	1,000,000


Deferred tax asset:	2022		2021
Organizational costs/Startup expenses	$	243,656	$	39,442
Federal net operating loss		—		31,932
Total deferred tax asset		243,656		71,374
Valuation allowance		(243,656)		(71,374)
Deferred tax asset, net of allowance	$	—	$	—


			For the period from February 18,
	For the year		2021 (inception) through
	December 31, 2022		December 31, 2021
Federal:
Current	$	995,207	$	—
Deferred		172,282		71,374

State:
Current		—		—
Deferred		—		—
Valuation allowance		(172,282)		(71,374)
Income tax provision	$	995,207	$	—


	Concord Acquisition Corp III

Dated: February 27, 2023	By:	/s/ Jeff Tuder
		Jeff Tuder
		Chief Executive Officer

Dated: February 27, 2023	By:	/s/ Michele Cito
		Michele Cito
		Chief Financial Officer


Signatures		Capacity in Which Signed
/s/ Bob Diamond		Chairman of the Board
Bob Diamond
/s/ Jeff Tuder		Chief Executive Officer
Jeff Tuder		(Principal Executive Officer)
/s/ Michele Cito		Chief Financial Officer
Michele Cito		(Principal Financial and Accounting Officer)
/s/ Peter Ort		Director
Peter Ort
/s/ Thomas King		Director
Thomas King
/s/ Larry Liebowitz		Director
Larry Liebowitz

Date: February 27, 2023	/s/ Jeff Tuder
	Jeff Tuder
	Chief Executive Officer
	(Principal Executive Officer)