GCT Semiconductor Holding, Inc 10-K, filed Mar 18, 2022

GCT Semiconductor Holding, Inc. (GCTS)

10-K 2022-03-18 For: 2021-12-31

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Added on April 05, 2026

About this 10-K

GCT Semiconductor Holding, Inc filed this 10-K on March 18, 2022, covering the fiscal year ended December 31, 2021.

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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	53
Item 2.	Properties	53
Item 3.	Legal Proceedings	53
Item 4.	Mine Safety Disclosures	53
	PART II

Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	54
Item 6.	[Reserved]	54
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	54
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	58
Item 8.	Financial Statements and Supplementary Data	58
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	58
Item 9A.	Controls and Procedures	58
Item 9B.	Other Information	58
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	59
	PART III

Item 10.	Directors, Executive Officers and Corporate Governance	60
Item 11.	Executive Compensation	59
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	64
Item 13.	Certain Relationships and Related Transactions, and Director Independence	64
Item 14.	Principal Accountant Fees and Services	69
	PART IV

Item 15.	Exhibits and Financial Statement Schedules	66
Item 16.	Form 10-K Summary	71
SIGNATURES		94


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	70	Chairman of the Board
Jeff Jeff Tuder	48	Chief Executive Officer and Director
Michele Cito	32	Chief Financial Officer
Peter Ort	51	Director
Thomas King	61	Director
Larry Leibowitz	61	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	%
Beryl Capital Management LLC(4)	2,474,996		7.2	%
683 Capital Management, LLC(5)	2,475,000		5.7	%
Highbridge Capital Management, LLC(6)	2,143,914		6.2	%
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*		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.LAB*		XBRL Taxonomy Label Document
101.PRE*		XBRL Definition Linkbase Document
101.DEF*		XBRL Definition Linkbase Document


	Page

Report of Independent Registered Public Accounting Firm (PCAOB ID Number 688)	73

Balance Sheet	74

Statement of Operations	75

Statement of Changes in Stockholders’ Deficit	76

Statement of Cash Flows	77

Notes to Financial Statements	78


Assets
Current assets:
Cash	$	1,214,555
Prepaid expenses		396,482
Total current assets		1,611,037

Long-term prepaid expenses		323,985
Marketable securities and cash held in Trust Account		351,921,694
Total assets	$	353,856,716

Liabilities and stockholders' deficit
Current liabilities:
Due to related party	$	2,727
Accounts payable and accrued offering costs		309,438
Total current liabilities		312,165

Sponsor loans		5,490,000
Warrant liability		18,655,000
Deferred underwriters' discount		12,075,000
Total liabilities		36,532,165

Commitments and contingencies

Common stock subject to possible redemption, 34,500,000 shares at redemption value of $10.20		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; none 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
Additional paid-in capital		—
Accumulated deficit		(34,576,312)
Total stockholders' deficit		(34,575,449)
Total liabilities and stockholders' deficit	$	353,856,716


Formation and operating costs	$	361,567
Loss from operations		(361,567)

Other (income) expense:
Interest earned on investment held in Trust Account		(21,694)
Change in fair value of warrant liability and sponsor loans		(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		(9,531,172)

Net income	$	9,169,605

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


				Class A			Class B							Total
	Preferred Stock			Common Stock			Common Stock			Additional Paid-		Accumulated		Stockholders’
	Shares	Amount		Shares	Amount		Shares	Amount		In Capital		Deficit		Deficit
Balance as of February 18, 2021 (Inception)	—	$	—	—	$	—	—	$	—	$	—	$	—	$	—
Class B common stock issued to initial stockholders	—		—	—		—	8,625,000		863		24,137		—		25,000
Remeasurement of shares subject to redemption	—		—	—		—	—		—		(24,137)		(43,745,917)		(43,770,054)
Net income	—		—	—		—	—		—		—		9,169,605		9,169,605
Balance as of December 31, 2021	—	$	—	—	$	—	8,625,000	$	863	$	—	$	(34,576,312)	$	(34,575,449)


Cash flows from operating activities:
Net income	$	9,169,605
Adjustments to reconcile net income to net cash used in operating activities:
Interest earned on investment held in Trust Account		(21,694)
Changes in fair value of warrant liability and sponsor loans		(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
Changes in operating assets and liabilities:
Prepaid expenses		(720,467)
Due to related party		2,727
Accounts payable and accrued offering costs		224,438
Net cash used in operating activities		(854,869)

Cash Flows from Investing Activities:
Investment of cash in Trust Account		(351,900,000)
Net cash used in investing activities		(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 stockholders		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		1,214,555
Cash, beginning of the period		—
Cash, end of the period	$	1,214,555

Supplemental disclosure of cash flow information:
Non-cash financing transactions:
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


Gross proceeds	$	345,000,000
Less:
Deferred underwriting costs	$	(11,431,342)
Paid underwriting fees		(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	$	351,900,000


	Class A		Class B
Basic and diluted net income per share:
Numerator:
Allocation of net income (Basic net income per share)	$	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)	$	3,992,803	$	5,176,802

Denominator
Basic weighted-average shares outstanding		5,876,972		7,459,967
Dilutive effect of contingently issued stock		—		159,722
Diluted weighted-average shares outstanding		5,876,972		7,619,690
Basic net income per share	$	0.69	$	0.69
Diluted net income per share	$	0.68	$	0.68

	·	in whole and not in part;
	·	at a price of $0.01 per warrant;
	·	upon a minimum of 30 days’ prior written notice of redemption, or the 30-day redemption period, to each warrant holder; and
	·	if, and only if, the last reported sale price of the Class A common stock equals or exceeds $18.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date on which the Company sends the notice of redemption to the warrant holders.

	·	in whole and not in part;
	·	at a price of $0.10 per warrant provided that holders will be able to exercise their warrants prior to redemption and receive that number of shares of Class A common stock based on the redemption date and the “fair market value” of the Class A common stock (as defined below) except as otherwise described below;
	·	upon a minimum of 30 days’ prior written notice of redemption
	·	if, and only if, the last reported sale price of the Class A common stock equals or exceeds $10.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) on the trading day prior to the date on which the Company sends the notice of redemption to the warrant holders; and
	·	if, and only if, there is an effective registration statement covering the issuance of the shares of Class A common stock issuable upon exercise of the warrants and a current prospectus relating thereto available throughout the 30-day period after written notice of redemption is given.


Liabilities:	Level	December 31, 2021
Warrant Liability – Public Warrants	3	$	12,075,000
Warrant Liability – Private Placement Warrants	3	$	6,580,000
Sponsor Loans	3	$	5,490,000


Fair Value Option					Fair Value
Liabilities:	Fair Value		Unpaid Principal Balance		Adjustment
Sponsor Loans	$	5,490,000	$	6,900,000	$	1,410,000


	December 31, 2021
	Subsequent Measurement
Input	Sponsor Loans
Common stock price	$	9.90
Risk free interest rate (Bond)		0.33	%
Risk-free forward interest rate (Conversion Option)		1.50	%
Expected term in years		0.85 years
Expected volatility		10.40	%
Credit spread		3.19	%


	November 8, 2021
	Initial Measurement
Input	Public Warrants			Private Placement Warrants
Common stock price	$	9.60		$	9.60
Risk-free interest rate		1.27	%		1.27	%
Expected term in years		6.00 years			6.00 years
Expected volatility		17.24	%		17.24	%
Exercise price	$	11.50		$	11.50


	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


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


Federal:
Current	$	—
Deferred		71,374

State:
Current		—
Deferred		—
Change in valuation allowance		(71,374)
Income tax provision	$	—


Statutory federal income tax rate	21.0	%
State taxes, net of federal tax benefit	0.0	%
Transaction costs	2.4	%
Change in fair value of the warrant liability and sponsor loans	(26.2)	%
Fair value of Private Placement Warrants in excess of purchase price	2.0	%
Change in valuation allowance	0.8	%
Income tax provision	0.0	%


	Concord Acquisition Corp III

Dated: March 17, 2022	By:	/s/ Jeff Tuder
		Jeff Tuder
		Chief Executive Officer

Dated: March 17, 2022	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 Officer and Accounting Officer)
/s/ Peter Ort		Director
Peter Ort
/s/ Thomas King		Director
Thomas King
/s/ Larry Liebowitz		Director
Larry Liebowitz

Redemption Date (period to expiration of warrants)	Fair Market Value of Our Common stock
	≤$10.00	$11.00	$12.00	$13.00	$14.00	$15.00	$16.00	$17.00	≥$18.00
60 months	0.261	0.281	0.297	0.311	0.324	0.337	0.348	0.358	0.361
57 months	0.257	0.277	0.294	0.310	0.324	0.337	0.348	0.358	0.361
54 months	0.252	0.272	0.291	0.307	0.322	0.335	0.347	0.357	0.361
51 months	0.246	0.268	0.287	0.304	0.320	0.333	0.346	0.357	0.361

48 months	0.241	0.263	0.283	0.301	0.317	0.332	0.344	0.356	0.361
45 months	0.235	0.258	0.279	0.298	0.315	0.330	0.343	0.356	0.361
42 months	0.228	0.252	0.274	0.294	0.312	0.328	0.342	0.355	0.361
39 months	0.221	0.246	0.269	0.290	0.309	0.325	0.340	0.354	0.361
36 months	0.213	0.239	0.263	0.285	0.305	0.323	0.339	0.353	0.361
33 months	0.205	0.232	0.257	0.280	0.301	0.320	0.337	0.352	0.361
30 months	0.196	0.224	0.250	0.274	0.297	0.316	0.335	0.351	0.361
27 months	0.185	0.214	0.242	0.268	0.291	0.313	0.332	0.350	0.361
24 months	0.173	0.204	0.233	0.260	0.285	0.308	0.329	0.348	0.361
21 months	0.161	0.193	0.223	0.252	0.279	0.304	0.326	0.347	0.361
18 months	0.146	0.179	0.211	0.242	0.271	0.298	0.322	0.345	0.361
15 months	0.130	0.164	0.197	0.230	0.262	0.291	0.317	0.342	0.361
12 months	0.111	0.146	0.181	0.216	0.250	0.282	0.312	0.339	0.361
9 months	0.090	0.125	0.162	0.199	0.237	0.272	0.305	0.336	0.361
6 months	0.065	0.099	0.137	0.178	0.219	0.259	0.296	0.331	0.361
3 months	0.034	0.065	0.104	0.150	0.197	0.243	0.286	0.326	0.361
0 months	—	—	0.042	0.115	0.179	0.233	0.281	0.323	0.361

Date: March 17, 2022	/s/ Jeff Tuder
	Jeff Tuder
	Chief Executive Officer
	(Principal Executive Officer)