GCTS 8-K
GCT Semiconductor Holding, Inc. (GCTS)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of
report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
(State or other jurisdiction |
(Commission File Number) |
(I.R.S.
Employer | |||
|
(Address of principal executive offices) |
(Zip Code) | ||||
|
(
Not Applicable |
|||||
Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) |
Name of each exchange on which registered | ||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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.
| Item 7.01. | Regulation FD Disclosure. |
On November 3, 2023, Concord Acquisition Corp III (the “Company”) and GCT Semiconductor, Inc., a Delaware corporation (“GCT”), issued a joint press release announcing the execution by the Company and GCT of a definitive business combination agreement, dated November 2, 2023 (the “Business Combination Agreement”), pursuant to which, among other things, GCT would become a public company. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Attached hereto as Exhibit 99.2 and incorporated herein by reference is the form of presentation to be used by the Company in presentations for certain of the Company’s stockholders and other persons.
The foregoing (including the information presented in Exhibits 99.1 and 99.2) is being furnished pursuant to Item 7.01 and will not be deemed to be filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise be subject to the liabilities of that section, nor will it be deemed to be incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”) or the Exchange Act. The submission of the information set forth in this Item 7.01 shall not be deemed an admission as to the materiality of any information in this Item 7.01, including the information presented in Exhibits 99.1 and 99.2 that is provided solely in connection with Regulation FD.
Important Information About the Transaction and Where to Find It
In connection with the proposed business combination and related transactions contemplated in connection therewith (collectively, the “Transactions”), the Company intends to file with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4, which will include a preliminary proxy statement/prospectus of the Company in connection with the Transactions and related matters. After the registration statement on Form S-4 is declared effective, the Company will mail a definitive proxy statement/prospectus and other relevant documents to its stockholders. This communication does not contain any information that should be considered by the Company’s stockholders concerning the Transactions and is not intended to constitute the basis of any voting or investment decision in respect of the Transactions or the securities of the Company. The Company’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and the definitive proxy statement/prospectus in connection with the Company’s solicitation of proxies for its stockholders’ meeting to be held to approve the Transactions and related matters because the proxy statement/prospectus will contain important information about the Company, GCT and the Transactions.
The definitive proxy statement/prospectus will be mailed to stockholders of the Company as of a record date to be established for voting on the Transactions and related matters. Stockholders may obtain copies of the registration statement, proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by the Company, when available, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Concord Acquisition Corp III, Attn: Corporate Secretary, 477 Madison Avenue, 22nd Floor, New York, NY 10022.
No Offer or Solicitation
This communication is for informational purposes only and shall not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the Transactions, neither is it intended to nor does it constitute an offer to sell or purchase, nor a solicitation of an offer to sell, buy or subscribe for any securities, nor is it a solicitation of any vote in any jurisdiction pursuant to the Transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act, or an exemption therefrom.
Participants in the Solicitation
The Company, GCT and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from the Company’s stockholders in connection with the Transactions. Information about the directors and executive officers of the Company is set forth in the Company’s Annual Report on Form 10-K filed with the SEC on February 27, 2023. Additional information regarding the participants in the proxy solicitation and the interests of those persons may be obtained by reading the proxy statement/prospectus regarding the Transactions when it becomes available. When available, you may obtain free copies of these documents as described above.
Cautionary Statement Regarding Forward-Looking Statements
This document (including the exhibits) contains certain forward-looking statements within the meaning of the federal securities laws with respect to the proposed Transactions. All statements other than statements of historical facts contained in this document, including statements regarding GCT’s or the combined company’s future financial position, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements by terminology such as “pro forma,” “may,” “should,” “could,” “might,” “plan,” “possible,” “project,” “strive,” “budget,” “forecast,” “expect,” “intend,” “will,” “estimate,” “anticipate,” “believe,” “predict,” “potential” or “continue,” or the negatives of these terms or variations of them or similar terminology. Forward-looking statements include, without limitation, GCT’s or the Company’s expectations concerning the outlook for their or the combined company’s business, productivity, plans, and goals for future operational improvements and capital investments, operational performance, future market conditions or economic performance and developments in the capital and credit markets, and expected future financial performance, as well as any information concerning possible or assumed future results of operations of the combined company. Forward-looking statements also include statements regarding the expected benefits of the proposed Transactions between GCT and the Company.
Forward-looking statements involve a number of risks, uncertainties, and assumptions, and actual results or events may differ materially from those projected or implied in those statements. Important factors that could cause such differences include, but are not limited to: (i) the risk that the Transactions may not be completed in a timely manner or at all; (ii) the risk that the Transactions may not be completed by the Company’s business combination deadline, even if extended; (iii) the failure to satisfy the conditions to the consummation of the Transactions, including stockholder approval of the Transactions; (iv) the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination Agreement; (v) the effect of the announcement or pendency of the transaction on GCT’s business relationships, performance, and business generally; (vi) the inability to recognize the anticipated benefits of the Transactions, which may be affected by, among other things, competition and the ability of the post-combination company to grow and manage growth profitability and retain its key employees; (vii) costs related to the Transactions; (viii) the outcome of any legal proceedings that may be instituted against GCT or the Company following the announcement of the proposed Transactions; (ix) the inability to meet and maintain the listing of the Company or the combined company on NYSE; (x) the ability to implement business plans, forecasts, and other expectations after the completion of the proposed Transactions, including the growth of 5G market; (xi) the risk of economic downturns that affects GCT’s business operation and financial performance; (xii) the risk that GCT may not be able to develop and design its products acceptable to its customers; (xiii) actual or potential conflicts of interest of the Company’s management with its public stockholders; and (xiv) other risks and uncertainties indicated from time to time in the documents filed or to be filed with the SEC by the Company.
GCT and the Company caution you against placing undue reliance on forward-looking statements, which reflect current beliefs and are based on information currently available as of the date a forward-looking statement is made. Forward-looking statements set forth herein speak only as of the date they are made. Neither GCT nor the Company undertakes any obligation to revise forward-looking statements to reflect future events, changes in circumstances, or changes in beliefs, except as otherwise required by law. In the event that any forward-looking statement is updated, no inference should be made that GCT or the Company will make additional updates with respect to that statement, related matters, or any other forward-looking statements. Any corrections or revisions and other important assumptions and factors that could cause actual results to differ materially from forward-looking statements, including discussions of significant risk factors, may appear, up to the consummation of the proposed transaction, in the Company’s public filings with the SEC or, upon and following the consummation of the proposed transaction, in the combined company’s public filings with the SEC, which are or will be (as appropriate) accessible at www.sec.gov, and which you are advised to consult.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. | Description | |
| 99.1 | Joint Press Release, dated November 3, 2023. | |
| 99.2 | Investor Presentation, dated November 2023. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURE
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 hereunto duly authorized.
| CONCORD ACQUISITION CORP IIi | ||
| By: | /s/ Jeff Tuder | |
| Name: Jeff Tuder | ||
| Title: Chief Executive Officer | ||
Date: November 3, 2023
Exhibit 99.1
GCT Semiconductor to Become Publicly Listed via Merger with Concord Acquisition Corp III, Enhancing the 5G Silicon Ecosystem
| · | Pro forma valuation of GCT of $661 million, which includes up to 20.0 million performance-based earnout shares | |
| · | Transaction values GCT at a pro forma enterprise value of approximately $461 million at closing | |
| · | Transaction is expected to provide GCT with up to $87 million of gross proceeds to fund continued development of a full-band 5G chipset portfolio and expansion into new markets | |
| · | Approximately $43 million to be funded via fully committed PIPE and convertible note financing from both existing and new investors of GCT | |
| · | All GCT existing stockholders will retain their equity holdings through GCT’s transition into the publicly listed company at closing |
SAN JOSE and NEW YORK, November 3, 2023 – GCT Semiconductor, Inc. (“GCT Semiconductor” or “GCT”), a leading fabless designer and supplier of advanced LTE, IoT and 5G semiconductor solutions, and Concord Acquisition Corp III (NYSE: CNDB) (“Concord”), a special purpose acquisition company, announced today that they have entered into a definitive business combination agreement that would result in GCT becoming a publicly traded company. Upon closing of the proposed transaction, the combined company will operate as GCT Semiconductor and is expected to be listed on the NYSE under the ticker symbol “GCTS”. The proposed transaction values GCT at an initial enterprise value of approximately $461 million, with a total pro forma enterprise value of $661 million, which includes 20.0 million performance-based earnout shares. The transaction is expected to provide the combined company with approximately $87 million of gross proceeds (assuming no redemptions from Concord’s trust account) at closing to fuel its continued growth.
“We are thrilled to partner with Concord who has a deep understanding of our technology, customer base, and the timing and potential of the 4G and 5G markets,” said John Schlaefer, President and Chief Executive Officer of GCT. “We believe that this transaction will strengthen GCT’s business operations and provide the funding needed to fuel our 5G product development and commercialization as the global markets transition from 4G to 5G. We are very excited for the future and look forward to continuing as a key supplier for the 5G ecosystem as customer volume and use cases increase and expand.”
“This transaction represents an important milestone for GCT as it continues its mission to innovate and develop market leading wireless solutions in the semiconductor industry,” said Dr. Kyeongho Lee, Chairman of the Board and Co-Founder of GCT. “We believe this transaction will not only enable GCT to achieve the next level of growth as a publicly traded company, but also bring significant value to our stockholders and customers whose loyalty and support have been critical to our success over the years.”
“GCT has developed an incredible amount of intellectual property and expertise over many years, as evidenced by their impressive roster of long-standing customers and partners,” said Jeff Tuder, Chief Executive Officer of Concord. “We envision a significant opportunity for GCT going forward as 5G wireless networks proliferate worldwide and GCT continues to increase its share of the market in the midst of a destabilized competitive environment. We look forward to working with GCT to capitalize on this exciting market opportunity.”
GCT Semiconductor Overview
GCT Semiconductor is a leading supplier of highly integrated 4G LTE and 5G semiconductor solutions. GCT offers SoC solutions integrating RF, baseband modem, digital signal processing and protocol stack as a total solution, providing optimal form factors, low power consumption, high performance, high reliability and cost effectiveness. GCT works collaboratively with a variety of global Tier 1 wireless operators, ODMs and OEMs to design differentiated solutions for rapidly growing non-handset wireless broadband applications. GCT has over 120 patents globally, engagements with multiple 5G partners, and proprietary Multi-antenna Modem and transceiver technology. The Company has successfully commercialized single-chip 4G (CAT3/4) LTE solution, 4x4 MIMO 4.5G (CAT7) LTE solution, and the 8RX 4.75G (CAT12) LTE solution. GCT is developing one of the most competitive and cost-effective full-band and full-features 5G chipset portfolio for global markets.
GCT Investment Highlights
| · | Scarcity value and significant barriers to entry: GCT is one of only a handful of remaining companies worldwide with commercially-proven 4G LTE & 5G solutions, leveraging leading-edge multi-antenna modem tech to provide differentiated solutions to operators |
| · | Strong patent portfolio: GCT’s portfolio of over 120 patents and proprietary multi-antenna transceiver and modem technology promote long-term design relationships. |
| · | Proven ability to support major wireless programs: GCT has a proven history of supplying SoC and chipsets into major wireless platforms spanning CAT-1/M1/NB IoT and 4G CAT3 to 4.75G CAT12 mobile router and CPE. |
| · | 4G to 5G transition a boon to ASPs and margins: 4x improvement in ASPs between 4G and 5G chipsets expected to drive significant inflection in revenue and gross margins in 2024 and beyond. |
| · | Multiple 5G development agreements demonstrate GCT’s importance to the industry: Multiple development agreements with operators, OEM and ODM partners position GCT as a valuable 5G silicon & software provider. |
| · | Strategic foundry relationship with Samsung for 8nm and below: GCT and Samsung Foundry enjoy a mutually beneficial foundry relationship providing secure access to leading-edge technology and manufacturing capacity as GCT’s 5G business ramps. |
| · | Strong growth driven by steady 4G business while 5G ramp is anticipated: 4G base business expected to be supplemented by rapid 5G revenue ramp driven by volume demand from existing development partners. |
Summary of the Transaction
Concord has agreed to combine with GCT based on a $661 million pro forma enterprise valuation, which includes 20.0 million performance-based earnout shares to GCT stockholders.
The transaction is expected to deliver up to $87 million of gross proceeds to the company, consisting of $43 million fully committed common stock PIPE and convertible note financing and up to approximately $43 million from Concord’s trust account that may become available to the company at closing (assuming no redemptions from Concord’s trust account).
The transaction has been unanimously approved by the boards of directors of each of Concord and GCT and is subject to approval by each party’s respective stockholders and other customary closing conditions. The transaction is expected to close in the first quarter of 2024.
At closing, GCT’s board of directors is expected to be comprised of seven members, two of whom will be nominated by Concord’s sponsor with the remainder nominated by GCT.
Upon completion of the transaction, the combined company is expected to trade on the NYSE under the ticker symbol “GCTS”.
Additional information about the proposed transaction, including a copy of the Business Combination Agreement and an investor presentation, will be provided in one or more current reports on Form 8-K to be filed by Concord Acquisition Corp III with the United States Securities and Exchange Commission (the “SEC”) and available at www.sec.gov.
Advisors
TD Cowen is acting as exclusive financial advisor and lead capital markets advisor to Concord, and Cohen & Company Capital Markets, a division of JVB Financial, LLC, is acting as a capital markets advisor to Concord. B. Riley Securities, Inc. is acting as the exclusive financial advisor to GCT. Greenberg Traurig, LLP is acting as legal advisor to Concord. Morgan, Lewis & Bockius LLP is serving as legal advisor to GCT. DLA Piper LLP (US) is acting as legal advisor to TD Cowen and B. Riley Securities, Inc.
About GCT Semiconductor
GCT Semiconductor is a leading fabless designer and supplier of advanced 5G and 4G LTE semiconductor solutions. GCT’s market-proven solutions have enabled fast and reliable 4G LTE connectivity to numerous commercial devices such as CPEs, mobile hotspots, routers, M2M applications and smartphones, etc., for the world’s top wireless carriers. GCT’s system-on-chip solutions integrate radio frequency, baseband modem and digital signal processing functions, therefore offering complete 4G and 5G platform solutions with small form factors, low power consumption, high performance, high reliability, and cost effectiveness. For more information, visit www.gctsemi.com.
About Concord Acquisition Corp III
Concord Acquisition Corp III is a special purpose acquisition company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses in the financial services or financial technology industries. It is sponsored by Concord Sponsor Group III LLC, an entity affiliated with Atlas Merchant Capital LLC, an investment firm that offers debt and equity investment strategies, seeking long-term value through differentiated expertise in financial services and credit markets.
Concord raised $345 million in its initial public offering in November 2021 and is listed on the NYSE under the symbol "CNDB".For more information visit: cndb.concordacquisitioncorp.com
Cautionary Statement Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1955. These forward-looking statements include, without limitation, Concord’s and GCT’s expectations with respect to the proposed business combination between Concord and GCT, including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the enterprise valuation of GCT, market opportunities for GCT’s products and technology, GCT’s projected future results and anticipated industry trends, including the 4G and 5G markets. Words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside Concord’s and GCT’s control and are difficult to predict. Factors that may cause actual future events to differ materially from the expected results, include, but are not limited to: the risk that the transaction may not be completed in a timely manner or at all,; the risk that the transaction may not be completed by Concord’s business combination deadline, even if extended; the failure to satisfy the conditions to the consummation of the transaction, including stockholder approval of the transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; the effect of the announcement or pendency of the transaction on GCT’s business relationships, performance, and business generally; the inability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of the post-combination company to grow and manage growth profitability and retain its key employees; costs related to the business combination; the outcome of any legal proceedings that may be instituted against GCT or Concord following the announcement of the proposed business combination, the inability to meet and maintain the listing of Concord or the combined company on NYSE; the ability to implement business plans, forecasts, and other expectations after the completion of the proposed business combination, including the growth of 5G market; the risk of economic downturns that affects GCT’s business operation and financial performance; the risk that GCT may not be able to develop and design its products acceptable to its customers; actual or potential conflicts of interest of the Company’s management with its public stockholders; and other risks and uncertainties indicated from time to time in the registration statement on Form S-4, including the proxy statement/prospectus contained therein, to be filed relating to the business combination, including those under the “Risk Factors” section therein and in Concord’s other filings with the SEC. The foregoing list of factors is not exhaustive. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and GCT and Concord assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Additional Information and Where to Find It
In connection with the proposed business combination and related transactions contemplated in connection therewith, Concord intends to file with the SEC a registration statement on Form S-4, which will include a preliminary proxy statement/prospectus of Concord in connection with the transaction and related matters. After the registration statement on Form S-4 is declared effective, Concord will mail a definitive proxy statement/prospectus and other relevant documents to its stockholders. This communication does not contain any information that should be considered by Concord’s stockholders concerning the transaction and is not intended to constitute the basis of any voting or investment decision in respect of the transaction or the securities of Concord. Concord’s stockholders and other interested persons are advised to read, when available, the preliminary proxy statement/prospectus, and amendments thereto, and definitive proxy statement/prospectus in connection with Concord’s solicitation of proxies for its stockholders’ meeting to be held to approve the transaction and related matters because the proxy statement/prospectus will contain important information about Concord, GCT and the Transactions.
The definitive proxy statement/prospectus will be mailed to stockholders of Concord as of a record date to be established for voting on the transaction and related matters. Stockholders may obtain copies of the registration statement, proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Concord, when available, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Concord Acquisition Corp III, Attn: Corporate Secretary, 477 Madison Avenue, 22nd Floor, New York, NY 10022.
Investment in any securities described herein has not been approved or disapproved by the SEC or any other regulatory authority nor has any authority passed upon or endorsed the merits of the business combination or the accuracy or adequacy of the information contained herein. Any representation to the contrary is a criminal offense.
Participants in Solicitation
Concord, GCT and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Concord’s stockholders in connection with the transaction. Information about the directors and executive officers of Concord is set forth in Concord’s Annual Report on Form 10-K filed with the SEC on February 27, 2023. Additional information regarding the participants in the proxy solicitation and the interests of those persons may be obtained by reading the proxy statement/prospectus regarding the transaction when it becomes available. When available, you may obtain free copies of these documents as described above.
No Offer or Solicitation
This communication is for informational purposes only and shall not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transaction, neither is it intended to nor does it constitute an offer to sell or purchase, nor a solicitation of an offer to sell, buy or subscribe for any securities, nor is it a solicitation of any vote in any jurisdiction pursuant to the transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Contacts
For Media:
Sophie Heerinckx, GCT Semiconductor, [email protected]
For Investors:
Cosette Gastelu, Penta Group
John Schlaefer, GCT Semiconductor, [email protected]
Exhibit 99.2
GCT Semiconductor, Inc. GCT Semiconductor, Inc. Investor Presentation November 2023
GCT Semiconductor, Inc. 2 Legal Disclaimer The information contained in this presentation is provided solely to assist interested parties in making their own evaluation wi th respect to a potential business combination between GCT Semiconductor, Inc. (“GCT”) and Concord Acquisition Corp III (“Concord”) and related transactions (the “Proposed Business Com bin ation”) and for no other purpose. By reviewing or reading this presentation, you will be deemed to have agreed to the obligations and restrictions set out below. This presentation supersed es and replaces all previous oral or written communications between the parties hereto relating to the subject matter hereof. This presentation and any accompanying oral statements is not an offer to sell nor is it a solicitation of any offer to buy a ny securities nor a recommendation to buy, any securities in any jurisdiction, nor the solicitation of any proxy, vote, consent or approval in any jurisdiction in connection with the Proposed Business Com bin ation or any related transactions, nor shall there be any sale, issuance or transfer of any securities in any jurisdiction where, or to any person to whom, such offer, solicitation or sale may be unlaw ful under the laws of such jurisdiction. This presentation does not constitute either advice or a recommendation regarding any securities. Any offer to sell securities will be made only pursuant to a defi nit ive Subscription Agreement and will be made in reliance on an exemption from registration under the Securities Act of 1933, as amended, for offers and sales of securities that do not involve a publ ic offering. Concord and GCT reserve the right to withdraw or amend for any reason any offering and to reject any Subscription Agreement for any reason. The communication of this Presentation is restri cte d by law; it is not intended for distribution to, or use by any person in, any jurisdiction where such distribution or use would be contrary to local law or regulation, and conveys no right, title or int erest in GCT or the products of its business activities. No representations or warranties, express or implied are given in, or in respect of, this presentation. To the fullest extent pe rmitted by law, in no circumstances will Concord, GCT or any of their respective subsidiaries, stockholders, affiliates, representatives, partners, directors, officers, employees, advisers or agents be resp ons ible or liable for any direct, indirect or consequential loss or loss of profit arising from the use of this presentation, its contents, its omissions, reliance on the information contained within it, or o n o pinions communicated in relation thereto or otherwise arising in connection therewith. This data is subject to change. Recipients of this presentation are not to construe its contents, or any prior or sub sequent communications from or with Concord, GCT or their respective representatives as investment, legal or tax advice. In addition, this presentation does not purport to be all - inclusive or to co ntain all of the information that may be required to make a full analysis of GCT or the Proposed Business Combination. Recipients of this presentation should each make their own evaluation of GCT and th e P roposed Business Combination and of the relevance and adequacy of the information and should make such other investigations as they deem necessary. In connection with the Proposed Business Combination, a registration statement on Form S - 4 (the “Form S - 4”) is expected to be fi led with the SEC by Concord. The Form S - 4 will include a preliminary proxy statement for the stockholders of Concord that also constitutes a preliminary prospectus. These materials will contain imp ortant information about Concord, GCT and the Proposed Business Combination. This Presentation does not contain all of the information that should be considered concerning the Proposed Business Combination and is not intended to form the basis of any investment decision in respect of the Proposed Business Combination. Concord stockholders and other interested persons are advised to re ad the proxy statement/prospectus and other documents filed in connection with the Proposed Business Combination, when available, because these materials will contain important information ab out GCT, Concord and the Proposed Business Combination. When available, the definitive proxy statement/prospectus will be mailed to Concord’s stockholders as of a record date to be est ablished for voting on the Proposed Business Combination. Interested parties will also be able to obtain free copies of such documents filed with the SEC (once available) at the SEC’s website lo cat ed at www.sec.gov, or security holders may direct a request to Concord Acquisition Corp III, Attn: Corporate Secretary, 477 Madison Avenue, 22nd Floor, New York, NY 10022. Concord, GCT and their respective directors, executive officers and other members of their management and employees, under SE C r ules, may be deemed to be participants in the solicitation of proxies of Concord’s security holders in connection with the Proposed Business Combination. Investors and security holders may obtain mo re detailed information regarding the names, affiliations and interests of Concord’s directors and executive officers in its filings with the SEC, including Concord’s Annual Report on Form 10 - K for th e fiscal year ended December 31, 2022, filed with the SEC on February 27, 2023 (the “2022 Form 10 - K”). Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation o f proxies of Concord’s security holders in connection with the Proposed Business Combination will be set forth in the Form S - 4, along with information concerning the interests of Concord’s and GCT’s p articipants in the solicitation. Such interests may, in some cases, be different from those of Concord’s or GCT’s equity holders generally.
GCT Semiconductor, Inc. 3 Legal Disclaimer (cont.) Cautionary Note Regarding Forward - Looking Statements This press release contains certain forward - looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1955. These forward - looking statements include, without limitation, Concord’s and GCT’s expectations with respect to the proposed business combination between Conco rd and GCT, including statements regarding the benefits of the transaction, the anticipated timing of the transaction, the enterprise valuation of GCT, market opportunities for GCT’s produ cts and technology, GCT’s projected future results and anticipated industry trends, including the 4G and 5G markets. Words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “s tra tegy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions are intended to identify such forward - looking statements. Forward - looki ng statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to significant risks and uncertai nti es that could cause the actual results to differ materially from the expected results. Most of these factors are outside Concord’s and GCT’s control and are difficult to predict. Factors that ma y c ause actual future events to differ materially from the expected results, include, but are not limited to: the risk that the transaction may not be completed in a timely manner or at all,; the risk t hat the transaction may not be completed by Concord’s business combination deadline, even if extended; the failure to satisfy the conditions to the consummation of the transaction, including stockhold er approval of the transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; the effect of the announcement or pe ndency of the transaction on GCT’s business relationships, performance, and business generally; the inability to recognize the anticipated benefits of the Proposed Business Combination , w hich may be affected by, among other things, competition and the ability of the post - combination company to grow and manage growth profitability and retain its key employees; costs related to t he Proposed Business Combination; the outcome of any legal proceedings that may be instituted against GCT or Concord following the announcement of the Proposed Business Combination; th e i nability to meet and maintain the listing of Concord or the combined company on NYSE; the ability to implement business plans, forecasts, and other expectations after the completion of the Proposed Business Combination, including the growth of 5G market; the risk of economic downturns that affects GCT’s business operation and financial performance; the risk that GCT may not be abl e to develop and design its products acceptable to its customers; actual or potential conflicts of interest of the Company’s management with its public stockholders; and other risks and uncer tai nties indicated from time to time in the registration statement on Form S - 4, including the proxy statement/ prospectus contained therein, to be filed relating to the Proposed Business Combination, in clu ding those under the “Risk Factors” section therein and in Concord’s other filings with the SEC. The foregoing list of factors is not exhaustive. Forward - looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward - looking statements, and GCT and Concord assume no obligation and do not intend to update or revise these forward - looking stateme nts, whether as a result of new information, future events, or otherwise. Market Data and Statistics This presentation includes statistical and other industry and market data that GCT obtained from industry publications and re sea rch, surveys, studies and other similar third - party sources, as well as GCT’s estimates based on such data and on GCT’s internal sources. Such data and estimates involve a number of assumptions and limitations, and you are cautioned not to give undue weight to such data and estimates. GCT believes that the information from these third - party sources is reliable; however, neither GCT nor Conco rd independently verified them, neither GCT nor Concord makes any representation as to their accuracy or completeness and neither GCT nor Concord undertakes to update the data from such sourc es after the date of this presentation. Further, GCT’s business and the industry in which it operates is subject to a high degree of risk and uncertainty, which could cause results to differ materi all y from those expressed in the estimates made by the third - party sources and by GCT. Trademarks This presentation contains trademarks, service marks, trade names, and copyrights of GCT, Concord and third parties, which ar e t he property of their respective owners. The use or display of third parties’ trademarks, service marks, trade names or copyrights in this presentation is not intended to, and does not imply, a rel ationship with GCT or Concord, or an endorsement or sponsorship by or of GCT or Concord. Solely for convenience, the trademarks, service marks, trade names and copyrights referred to in this present ati on may appear without the TM, SM, * or © symbols, but such references are not intended to indicate, in any way, that GCT or Concord will not assert, to the fullest extent under applicable law, th eir rights or the right of the applicable licensor to these trademarks, service marks, trade names and copyrights.
GCT Semiconductor, Inc. 4 Introduction Introduction • Market Opportunity • Business Overview • Transaction Overview and Peer Benchmarking
GCT Semiconductor, Inc. Concord Acquisition Corp III overview 5 What Attracted Concord to GCT? Concord Seeks a Long - Term Partnership Concord/Sponsor Management Differentiated sponsor alignment structure to deliver a significant value to all stakeholders over time x Sponsor group committed to the continued growth of GCT and its leading partnerships x Existing investor support of GCT through transaction and into the public markets x Deep relationships with industry - leading investors and long - term partners x Seasoned management team with deep expertise in the wireless connectivity space x Strong patent and intellectual property portfolio x Highly attractive TAM and high barrier to entry x Proven ability to support major wireless programs and full scale 5G rollout plan of secured OEM & operator development agreements x Jeff Tuder , CEO ▪ Mr. Tuder has served as Chief Executive of Concord III since February 2021 ▪ Mr. Tuder is the founder of Tremson Capital Management, investing in undervalued public and private companies ▪ Previously held various investment positions, including at JHL Capital Group, a $3 billion multi - strategy hedge fund David Schamis , CIO, Atlas Merchant Capital ▪ Mr. Schamis is a founding partner of Atlas Merchant Capital ▪ From 2000 until 2014, Mr. Schamis worked as a managing director at J.C. Flowers investing in North America, South America, Europe, and Asia ▪ Prior to J.C. Flowers, he worked at Salomon Smith Barney from 1995 until 2000 Bob Diamond , Chairman of the Board of Directors ▪ Mr. Diamond is a Founding Partner of Atlas Merchant Capital ▪ Until 2012, Mr. Diamond was the CEO of Barclays, previously having held positions as an executive director and member of the Barclays Executive Committee ▪ Prior to Barclays, Mr. Diamond held senior executive positions at Credit Suisse First Boston and Morgan Stanley in the US, Europe, and Asia Introduction • Market Opportunity • Business Overview • Transaction Overview and Peer Benchmarking
GCT Semiconductor, Inc. shareholder Management Mr. John Schlaefer CEO & President Dr. Jeongmin ‘Jeemee’ Kim CTO Mr. Youngdae ‘David’ Yoon CFO International Finance; Treasurer Board of Directors Dr. Kyeongho ‘KH’ Lee Chairman of the Board; Representing the largest Founder of GCT Semiconductor Mr. John Schlaefer CEO & President Dr. Jeongmin ‘Jeemee’ Kim CTO Mr. Robert Barker Board Member, Former CFO of Micrel Mr. Hyunsoon Shin Board Member; CEO of CJ America Dr. Kujjin Chun Board Member; Professor at Seoul National University, Electrical Engineering 6 Strong leadership with extensive industry experience Prior Experience and Affiliations Prior Experience and Affiliations Introduction • Market Opportunity • Business Overview • Transaction Overview and Peer Benchmarking
GCT Semiconductor, Inc. 7 GCT at a glance We are a leading supplier of highly - integrated 4G LTE and 5G semiconductor solutions, currently developing a competitive and cost - effective full - band 5G chipset portfolio for global markets What do we offer? SoC (1) solutions and chipsets integrating RF, baseband modem, digital signal processing & protocol stack software providing optimal form factors, low power consumption, high performance, high reliability and cost effectiveness Why now? Few reliable alternatives to 5G incumbents, whether due to high barriers to entry, market pushback against incumbents or political sanctions against certain offshore suppliers, has created a timely opportunity for GCT to expand rapidly Who do we offer it to? A variety of global Tier 1 wireless operators, ODMs & OEMs (2) focused on designing differentiated solutions for rapidly growing non - handset applications with the support of a leading silicon partner Why do we win? We approach the market as a silicon partner , leveraging 120+ patents and proprietary multi - antenna transceiver and modem technology to promote long - term design relationships Introduction • Market Opportunity • Business Overview • Transaction Overview and Peer Benchmarking (1) SoC defined as System on a Chip (2) ODMs defined as Original Device Manufacturers; OEMs defined as Original Equipment Manufacturers
GCT Semiconductor, Inc. 8 GCT’s long - standing industry relationships Strategic Shareholders Global Customer Base Additional Shareholders Yuanta VC Yuanta Securities Wi Harper Group Mustang Capital Bokwang Investment Global Growth Inv. Titan Multi - Asset Fund SPC Aon 21 LLC Introduction • Market Opportunity • Business Overview • Transaction Overview and Peer Benchmarking
GCT Semiconductor, Inc. 9 Key investment highlights Scarcity value and high barriers to entry GCT is one of only a handful of remaining companies worldwide with commercially - proven 4G LTE & 5G solutions, leveraging leading - edge multi - antenna modem tech to provide differentiated solutions to operators Proven ability to support major wireless programs GCT has a proven history of supplying SoC and chipsets into major wireless platforms spanning CAT - 1/M1/NB IoT and 4G CAT3 to 4.75G CAT12 mobile router and CPE 4G to 5G transition a boon to ASPs and margins 4x difference in ASPs between 4G and 5G chipsets (1) expected to drive significant inflection in revenue and gross margins in 2024 and beyond Multiple 5G development agreements demonstrate GCT’s importance to the industry Multiple development agreements with operators, OEM and ODM partners position GCT as a valuable 5G silicon & software provider Strategic foundry relationship with Samsung for 8nm and below GCT & Samsung Foundry enjoy a mutually beneficial foundry relationship providing secure access to leading - edge technology as GCT’s 5G business ramps Strong growth driven by steady 4G business while 5G begins to ramp anticipated to start in mid 2024 4G base business growth expected to be supplemented by rapid 5G revenue ramp driven by volume commitments and forecasts from existing development partners (1) Based on GCT management estimates Introduction • Market Opportunity • Business Overview • Transaction Overview and Peer Benchmarking
GCT Semiconductor, Inc. 10 Market Opportunity Introduction • Market Opportunity • Business Overview • Transaction Overview and Peer Benchmarking
GCT Semiconductor, Inc. 2017 2018 2019 2020 2021 2022 2023 2024 2025 2026 2027 2028 10 11 A $23 billion global silicon market opportunity for GCT (1) Mobile Subscriptions by Technology Generation (billion) (2) 5G LTE (4G) 8.3B Industrial M2M 1.3B connection s ↑ 18% CAGR 2022 - 2028 Cellular IoT 500M connections ↑ 25% Mobile Broadband 400M connections ↑ 9% FWA CPE 100M connections ↑ 20% 9.1B GCT’s Targeted End Applications (2022) (1) 0 1 2 3 4 5 6 7 8 9 (1) Based on applying ASPs of $3 to IoT, $10 to M2M, $10 to Mobile Broadband “MBB” and $40 to Fixed Wireless Access “FWA” to Eric sso n Mobility Report, June 2023 numbers (2) Ericsson Mobility Report, June 2023 Introduction • Market Opportunity • Business Overview • Transaction Overview and Peer Benchmarking CAGR 2022 - 2028 CAGR 2022 - 2028 CAGR 2022 - 2028 3G 2G
GCT Semiconductor, Inc. 12 Powerful market forces favor GCT’s strategic positioning GCT’s full - stack technology platform and market neutrality coincide with 5G market tailwinds: Emerging use cases requiring 5G’s low - latency Streaming, AR/VR, industrial automation, Artificial Intelligence Structural ▪ GCT Management believes there are no established alternatives in the West to Qualcomm for full - featured 5G SoCs ▪ GCT believes carriers’ post - paid mobile plans are no longer a meaningful growth driver, forcing them to explore new business models Political ▪ Infrastructure Investment and Jobs Act of 2021 ▪ Technological and political decoupling with China “As we start to see more 5G chipsets getting embedded in edge equipment, not just devices that we use with our hands, I think you're going to begin to see a larger growing revenue stream from the 5G spectrum deployed in the enterprise space with those basic services. It doesn't require a lot of really high science in private networking, for example, to achieve that monetization. I'm encouraged because that's the trends that I'm seeing in the discussions with our largest enterprise accounts.” (1) – Jeffery Scott McElfresh, AT&T COO (1) Jeffery Scott McElfresh, 2023 Morgan Stanley TMT Conference Introduction • Market Opportunity • Business Overview • Transaction Overview and Peer Benchmarking
GCT Semiconductor, Inc. 13 GCT is a differentiated asset GCT believes we are one of only a handful of remaining suppliers with a credible full - featured 5G platform 1. Wireless modem algorithm development & verification 2. RF transceiver IC development & optimization 3. Wireless modem IC development & optimization 4. Support international standard & operator standard protocol 5. Develop optimal HW/SW solution 6. Know - how in operator certification process & field test 4G/5G SoC is a high - level technology that requires complete design solutions including baseband modem, RF chip and a protocol stack up to 4G/ 4.5G up to 4.9G up to 5G EXITED US SANCTIONS EXITED Qualcomm is the incumbent leader; Samsung is focused on inhouse & Google smartphone products; Mediatek is focused on smartphone products including China customers Focused on low - end IoT apps; Sequans not expected to ship 5G until late 2024 at earliest Full - featured 5G/4G lineup leveraging proprietary multi - antenna modem technology Introduction • Market Opportunity • Business Overview • Transaction Overview and Peer Benchmarking Note: Categorization of suppliers are based on GCT management estimates
GCT Semiconductor, Inc. 68 79 87 97 100 97 84 71 63 22 36 61 100 147 195 238 2021 2022 2023E 2024E 2025E 2026E 2027E 2028E 2020 2021 2022 2023E 2024E 2025E 2026E 14 Fixed wireless access (FWA) is the rising star of 5G, accounting for a projected 30% of all mobile network traffic by 2028 (1) Global FWA connections will triple worldwide to 300 million from 2022 to 2028 (1) 245 (1) wireless service providers offer FWA globally today 50% (1) of FWA launches in 2028 will occur in emerging markets 17% (1) of all broadband connections were already for FWA in 2022 Global FWA Connections Forecast (millions) (1) U.S. FWA Subscriber Forecast (millions) (2) 266 301 231 197 161 133 109 89 72 5G FWA connections 4G and other tech FWA connections Verizon T - Mobile AT&T Other 1.0 4.0 8.7 13.1 18.5 22.5 Majority of FWA service expected to be delivered via 5G as early as 2025 (1) Ericsson Mobility Report, June 2023 (2) Public company filings Introduction • Market Opportunity • Business Overview • Transaction Overview and Peer Benchmarking
GCT Semiconductor, Inc. 8A 15 GCT’s proprietary multi - antenna technology is uniquely suited to relieve carriers’ looming network overloads arising from rapid FWA adoption Traditional 2 - Antenna CPE Advanced Multi - Antenna CPE CPE Performance 100% ~ 200% speed improvement, more than 2x better coverage (3) Network Capacity Network capacity scales with terminal device replacements without requiring base station performance improvements or additional small cell deployments Operator CAPEX High Cost: Requires expensive outdoor CPE (difficult to install) Low Cost: can install multiple low - cost indoor CPEs #A: Antenna 2A 4A “Fixed wireless access would likely be the first service to be impacted” by network overloads (1) – The Brattle Group “MU - MIMO yields throughput gains as high as 75% compared to single - user MIMO ” (2) – Signals Research Group (1) The Brattle Group, April 2023 (2) Signals Research Group, December 2022 (3) Based on GCT estimates Introduction • Market Opportunity • Business Overview • Transaction Overview and Peer Benchmarking
GCT Semiconductor, Inc. 16 Vital to Verizon GCT is one of only a few 5G chipset suppliers supporting Verizon’s data - centric device business (1) ▪ Verizon has been a GCT end - customer for over 12 years ▪ Verizon & GCT entered into a JDA agreement in 2020 covering the design and production of 5G chipsets for FWA, mobile broadband and modules ▪ GCT expects to begin shipping 5G silicon under this JDA in Q3 2024 CATEGORY SUB - CATEGORY GCT QUALCOMM MEDIATEK SEQUANS ALTAIR 4G IoT CAT - 1 GDM7243S/ST ✓ MDM9207 ✓ Calliope ✓ ALT1160 ✓ CAT - M1/NB1 GDM7243i ✓ MDM9205 ✓ Monarch ✓ ALT1250/1350 ✓ 4G LTE CAT - 4 GDM7243S/ST ✓ MDM9207 ✓ Colibri ✓ CAT - 6 (4.5G) GDM7243Q/QT ✓ SDX7 ✓ Cassiopeia (No 4x4) ✓ CAT - 12 (4.75G) GDM7243A/A+ ✓ SDX12 ✓ 5G High - end GDM7259X ✓ SDX70/SDX65 ✓ T80 ✓ Mid - end GDM7265X ✓ SDX55 (no 8R) ✓ T70 ✓ Taurus Low - end GDM7262X ✓ SDX62 ✓ Verizon FWA home router 8R - 4T 8R - 4T: 8 Antenna receive – 4 Antenna transmit support. GCT competitive edge ✓ Verizon chipset certified ✓ Verizon Contract ▪ GCT expects its chipset to be the only 4G/5G solution with an 8 - antenna feature contracted and certified by Verizon (1) ✓ For sale to Non - Verizon US operators Introduction • Market Opportunity • Business Overview • Transaction Overview and Peer Benchmarking (1) Based on GCT management estimates
GCT Semiconductor, Inc. 17 Business Overview Introduction • Market Opportunity • Business Overview • Transaction Overview and Peer Benchmarking
GCT Semiconductor, Inc. 18 An established wireless silicon vendor with a long history of successful commercializations 4G CAT3 4G CAT4 4G CAT4 + AP 4.5G CAT6 4.75G CAT12 USB dongle CAT3 Smartphone Mobile router Module CAT4 Outdoor CPE Smart meter eMBMS tablet Mobile router CAT4 Mobile router WX04 CAT12 Mobile router WX05 Indoor CPE Home 01 Mobile router WX06 Mobile router CAT4 Indoor CPE USB dongle Indoor UE relay MagicBox Gen1 CAT6 Mobile router CAT4 M2M CPE Beam projector M2M CPE CAT1 VoLTE Box CAT6 Mobile router CAT12 Mobile router WX01 CAT6 Mobile router WX02 Indoor CPE Outdoor UE relay Mini Macor Gen2 CAT12 Sprint MagicBox Sprint Trebl TM AI Speaker CAT4 AI Translator Mobile router CAT6 Introduction • Market Opportunity • Business Overview • Transaction Overview and Peer Benchmarking
GCT Semiconductor, Inc. 19 Current traction and key 5G milestones Designed in x Certified x Qualified x Shipped in volume x Select 4G Certifications Completed 5G shipped in volume 2023 1H 2024E 2H 2024E 2025E+ x GCT Today: Key 4G Chipset Supplier Path to 5G Mass Production Complete 5G chipset development x Lab testing with customers & complete certification x Top 5G Customers Market expansion x Introduction • Market Opportunity • Business Overview • Transaction Overview and Peer Benchmarking
GCT Semiconductor, Inc. In Production 2024E 2025E Q1 Q2 Q3 Q4 Q1 Q2 Q3 Q4 Low cost eMBB, URLLC NR Ultra GDM7259X Rel16/17 8CA 5G Modem + 4G CAT19 Octa Core CPU – 8nm High performance eMBB, URLLC NR Standard GDM7265X Rel16/17 4CA 5G Modem + 4G CAT15 Octa Core CPU – 8nm Main stream eMBB, URLLC 20 4G portfolio and anticipated 5G roadmap GDM7243 A/A+ 4G CAT12, 2CA 4x4MIMO, 8Rx, 28nm GDM7243Q 4G CAT7, 4x4MIMO, 28nm In Production Development Planning NR Redcap GDM7235X Rel17 Redcap 5G Modem + 4G CAT4 Quad Core CPU – 8nm 5G IoT RedCap NR Standard+ GDM7275X Rel17 6CA 1024QAM 5G Modem + 4G CAT15 Octa Core CPU – ≤ 8nm High performance eMBB, URLLC Main stream eMBB, URLLC GDM7243i 4G CAT - M1/CAT - NB1, 40nm GDM7243S 4G CAT1/4, Dual CPU, 40nm Introduction • Market Opportunity • Business Overview • Transaction Overview and Peer Benchmarking NR Lite GDM7262X Rel17 2CA 5G Modem + 4G CAT7 Quad Core CPU – 8nm
GCT Semiconductor, Inc. 21 Highly differentiated & innovative modem architecture Unlike traditional DSP - based modem solutions, GCT employs a scalable modular modem design based on optimized data - flow dedicated hardware engines d GDM7259X NR Ultra c GDM7265X NR Standard b GDM7262X NR Lite a GDM72 35 X Redcap a GDM7235X – Redcap FFT s Time Domain Processor TDP#0 RF/RF IF Filters Calibration MSR HARQ MEM MMSE IRC QRD MLD PDSCH DEC CHEST Frequency Domain Processor FDP#0 DLP#0 RISC - V PDCCH PBCH CSI DATAFLOW BUS : CONTROL + DATA b GDM7262X – NR Lite FFT s Time Domain Processor TDP#1 RF/RF IF Filters Calibration MSR HARQ MEM MMSE IRC QRD MLD PDSCH DEC CHEST Frequency Domain Processor FDP#1 DLP#1 RISC - V PDCCH PBCH CSI DATAFLOW BUS : CONTROL + DATA Time Domain Processor TDP#2 c GDM7265X – NR Standard Time Domain Processor TDP#3 Frequency Domain Processor FDP#2 DLP#2 Frequency Domain Processor FDP#3 DLP#3 HARQ d GDM7259X – NR Ultra Time Domain Processor TDP#5 Frequency Domain Processor FDP#4 DLP#4 Frequency Domain Processor FDP#5 DLP#5 HARQ Time Domain Processor TDP#6 Time Domain Processor TDP#7 Frequency Domain Processor FDP#6 DLP#6 Frequency Domain Processor FDP#7 DLP#7 Time Domain Processor TDP#4 Chest Inter - Chest Chest Inter - DEC Inter - DEC HARQ HARQ Introduction • Market Opportunity • Business Overview • Transaction Overview and Peer Benchmarking
GCT Semiconductor, Inc. 22 GCT’s 5G lineup with innovative leading - edge technology provides cost advantages in addition to full performance Multi - antenna modem with scalable and dedicated hardware architecture supports GCT’s cost - competitive positioning Scalable product lines with real cost optimization, without de - featuring approach ▪ Different silicon die solution for each product to save real product cost ▪ Adopt innovative, scalable 5G modern architecture to expand different product SKUs with minimum design effort and cost Cheaper wafer process node due to dedicated optimized hardware modem engine With dedicated optimized hardware architecture, the advanced 8 antenna Rx feature has been implemented with full performance mode even in cheaper wafer process node, without trade - off of performance and complexity Flexible mmWave RF architecture to accommodate multiple solutions GCT’s modem is designed to support multiple 3 rd party mmWave RF vendors such as Movandi, Anokiwave, Siver, etc. as well as GCT’s own solution. As each vendor has their own advantage on the range of mmWave RF performance factors, customers have more options compared to a single SKU Embedding network processor feature and multi - gigabit interface integration GCT’s modem solution provides not only modem connectivity, but networking function on the modem, incl. WiFi or ethernet interface from 4G product lines. This is an essential feature of FWA, and can save a total solution cost by eliminating an extra network processor or interface ASIC in the platform Introduction • Market Opportunity • Business Overview • Transaction Overview and Peer Benchmarking
GCT Semiconductor, Inc. Original Equipment Manufacturer (OEM) 23 Go - to - market strategy relies on mix of OEM/ODM customers and wireless operators globally Mature customer eco - system is essential to GCT’s 4G base business and 5G ramp 4.5G GDM7243Q/QT 4.75G GDM7243A/A+ 5G GDM7259X/65X mmWave + sub - 6GHz 5G FR1 GDM7265X/62X sub - 6GHz Original Design Manufacturer (ODM) Operators KDDI Corporation UQ Communications Inc. Verizon Communications Inc. Sprint Corporation T - Mobile Charter Communications cbrs Alliance Frontier Communications Vodafone Group Plc Orange S.A. Xplore Inc. Linkem S.p.A Imagine Communications Cyfrowy Polsat S.A. Play (P4 sp. z o.o) Entel Telcel DirecTV PLDT , Inc. Ligado Networks GoGo Inc. SoftBank Group Corp. Rakuten Mobile, Inc. Bharti Airtel Limited Dish Network Corporation Telefónica , S.A. Introduction • Market Opportunity • Business Overview • Transaction Overview and Peer Benchmarking
GCT Semiconductor, Inc. 24 Transaction Overview and Peer Benchmarking Introduction • Market Opportunity • Business Overview • Transaction Overview and Peer Benchmarking
GCT Semiconductor, Inc. 25 Transaction overview Pro Forma Ownership Transaction Highlights Sources and Uses (e) PF Shares Ownership GCT Rollover Equity Shareholders (b)(c) 31.0 64.3% PIPE Investors (g) 7.9 16.3% CNDB Initial Stockholders (f) 5.3 11.0% CNDB Public Shareholders (d) 4.0 8.4% Pro Forma Total Shares Outstanding 48.2 100.0% Total Equity Value @ $10.00 / share $482 Less: Pro Forma Net Cash (c)(e) (21) Pro Forma TEV $461 Sources Common Stock Issued to GCT at Close (b)(c) $310 PIPE 43 Cash Held in Trust (d) 43 Rollover of Existing Debt (c) 40 Total Sources $437 Uses Common Stock Issued to GCT at Close (b)(c) $310 Cash to Pro Forma Balance Sheet 62 Rollover of Existing Debt (c) 40 Total Estimated Transaction Expenses 25 Total Uses $437 ▪ $661M pro forma enterprise value to the market including up to 20.0M of performance - based earnout shares to existing GCT shareholders vesting equally over three tranches: share price triggers of (1) $12.50, (2) $15.00, (3) $17.50 (a) ▪ $461M pro forma enterprise value to the market at close (b) ▪ $62M pro forma cash on balance sheet assumes: $43M PIPE from existing and new investors, up to $43M in cash held in SPAC trust, and $25M of transaction expenses (c)(d) ▪ Significant sponsor alignment with 1.9M (22%) founder shares subject to forfeiture and 30% of private placement warrants forfeited at close ▪ GCT rollover equity shareholders will retain at least ~64% ownership at close (b)(d) ($USD in Millions, except share price) (a) GCT earnout triggers hit when share price exceeds threshold for 20/30 trading d ays beginning 90 trading days post - close and with measurement period starting 60 days post - close. (b) Excludes 20.0M GCT earnout shares. $310M valuation includes aggregate vested ESOP on a net - exercised basis and $46M conversion of outstanding convertible notes. (c) Ass umes $40.2M of existing net debt post conversion of convertible debt. (d) Assumes 0% redemptions of $43M trust and includes int erest. (e) Numbers may not tie due to rounding. (f) Assumes 62% of founder shares (“FS”) and 40% of private warrants vesting at close, ~1.9M (22 .5%) of Sponsor’s FS and 30% of private warrants used to incentivize capital commitments. 30% of private warrants forfeited a t c lose and ~1.9M (22.5%) of Sponsor’s FS subject to forfeiture. (g) PIPE ownership reflects transfer of ~1.4M incentive founder shares but does not incl ude out - of - the - money incentive warrants. PIPE investor commitments participating at 33% discount to deal value with portion of inve stment that funds as pre - close CVT converting concurrent with close. Introduction • Market Opportunity • Business Overview • Transaction Overview and Peer Benchmarking 64.3% 16.3% 11.0% 8.4% GCT Rollover Equity Shareholders Common PIPE Investors CNDB Initial Shareholders CNDB Public Shareholders
GCT Semiconductor, Inc. GCT selected public companies (1) 26 Introduction • Market Opportunity • Business Overview • Transaction Overview and Peer Benchmarking GCT Semiconductor, Inc. (1) CapitalIQ and public company filings as of November 2, 2023. Negative multiples, negative margins, and multiples greater than 75 .0x are deemed not meaningful or “NM.” Price % of 52- Diluted Enterprise Revenue Growth 2024 Margins 2025 Margins EV / Revenue EV / EBITDA Company 11/02/23 Wk High Mkt Cap Value CY2023 CY2024 CY2025 Gross EBITDA Gross EBITDA CY2024 CY2025 CY2024 CY2025 Precedent Semi De-SPACs Navitas Semiconductor Corporation $5.82 53.7% $1,126.3 $954.9 102.3% 86.8% 90.5% 45.2% NM 45.5% 10.5% 6.7x 3.5x NM 33.2x Transphorm, Inc. 2.57 34.2 161.4 161.0 14.8 84.9 37.1 25.1 NM 29.2 NM 4.2 3.0 NM NM Mean 58.6% 85.9% 63.8% 35.2% NM 37.4% 10.5% 5.4x 3.3x NM 33.2x Median 58.6 85.9 63.8 35.2 NM 37.4 10.5 5.4 3.3 NM 33.2 Wireless and Telecomm Semis Espressif Systems (Shanghai) Co., Ltd. $14.06 63.3% $1,177.0 $1,063.0 6.7% 33.8% 28.6% 40.6% 11.5% 41.0% 14.2% 4.0x 3.1x 35.1x 22.1x MACOM Technology Solutions Holdings, Inc. 72.75 86.0 5,286.4 5,341.5 (10.3) 12.0 14.3 61.3 35.0 62.7 36.2 7.6 6.7 21.9 18.5 MediaTek Inc. 26.83 100.0 42,737.6 37,062.5 (26.0) 17.8 15.6 47.0 21.7 46.5 22.2 2.4 2.1 11.0 9.3 Qorvo, Inc. 85.48 75.3 8,530.4 9,834.3 (17.4) 18.1 6.4 44.0 27.7 46.4 29.1 2.5 2.3 8.9 7.9 QUALCOMM Incorporated 117.36 84.8 130,973.8 137,786.8 (16.7) 4.8 10.7 56.4 32.9 56.5 33.4 3.7 3.3 11.2 9.9 Skyworks Solutions, Inc. 89.50 72.8 14,274.6 15,250.4 (10.8) 8.1 8.5 48.8 39.5 50.9 42.0 3.0 2.7 7.5 6.5 Silicon Laboratories Inc. 88.27 45.7 2,897.7 2,471.8 (22.4) (13.6) 30.7 57.5 14.7 57.4 18.5 3.6 2.8 24.5 14.9 Wolfspeed, Inc. 34.35 36.6 4,383.0 5,787.4 (0.6) 23.5 43.0 17.9 NM 33.2 19.1 5.4 3.8 NM 19.7 Mean (12.2%) 13.1% 19.7% 46.7% 26.1% 49.3% 26.9% 4.0x 3.3x 17.1x 13.6x Median (13.7) 14.9 15.0 47.9 27.7 48.7 25.7 3.6 3.0 11.2 12.4 Composite Mean 2.0% 27.6% 28.5% 44.4% 26.1% 46.9% 25.0% 4.3x 3.3x 17.1x 15.8x Composite Median (10.6) 17.9 22.1 46.1 27.7 46.4 22.2 3.9 3.1 11.2 14.9
GCT Semiconductor, Inc. NM NM 35.1x 21.9x 11.0x 8.9x 11.2x 7.5x 24.5x NM 33.2x 22.1x 18.5x 9.3x 7.9x 9.9x 6.5x 14.9x 19.7x Selected public company valuation benchmarking 27 Enterprise Value Benchmarking 2024 and 2025 Enterprise Value / Sales (1) 2024 and 2025 Enterprise Value / EBITDA (1) Precedent Semi De - SPACs Wireless and Telecomm Semis Precedent Semi De - SPACs Wireless and Telecomm Semis Introduction • Market Opportunity • Business Overview • Transaction Overview and Peer Benchmarking (1) CapitalIQ and public company filings as of November 2, 2023. Negative multiples, negative margins, and multiples greater than 75 .0x are deemed not meaningful or “NM.” 6.7x 4.2x 4.0x 7.6x 2.4x 2.5x 3.7x 3.0x 3.6x 5.4x 3.5x 3.0x 3.1x 6.7x 2.1x 2.3x 3.3x 2.7x 2.8x 3.8x 2024 Metrics 2025 Metrics 2024 Median: 3.9x 2025 Median: 3.1x 2024 Median: 11.2x 2025 Median: 14.9x
GCT Semiconductor, Inc. Selected public company valuation benchmarking 28 Financial Benchmarking 2024E and 2025E EBITDA Margin (1) 2022 – 2025E Revenue CAGR (1) Introduction • Market Opportunity • Business Overview • Transaction Overview and Peer Benchmarking NM NM Precedent Semi De - SPACs Wireless and Telecomm Semis Precedent Semi De - SPACs Wireless and Telecomm Semis (1) CapitalIQ and public company filings as of November 2, 2023. Negative multiples, negative margins, and multiples greater than 75 .0x are deemed not meaningful or “NM.” NM NM 11.5% 35.0% 21.7% 27.7% 32.9% 39.5% 14.7% NM 10.5% 14.2% 36.2% 22.2% 29.1% 33.4% 42.0% 18.5% 19.1% 93.1% 42.8% 22.4% 4.7% 0.2% 1.2% 1.5% 20.6% 2024 Metrics 2025 Metrics
GCT Semiconductor, Inc. 29 Summary Risk Factors Risks Related to GCT If the 5G market does not develop or develops more slowly than expected, or if GCT fails to accurately predict market require men ts or market demand for 5G solutions, GCT’s financial performance will be adversely affected. GCT’s products target primarily certain segments in the 5G markets, including fixed wireless access, mobile broadband, and ma chi ne - to - machine (M2M) applications, and if these market segments do not develop or grow as anticipated, or if GCT encounters difficulties in penetrating these market segments, GCT’s financial performance will be adve rse ly affected. GCT may not be able to achieve design wins from customers, including OEMs and ODMs, for its products, which will adversely af fec t its ability to generate revenue. GCT’s OEM and ODM customers may not be able to generate sufficient businesses or compete effectively in their markets, includ ing sales to telecommunications operators and retail distributors, which will indirectly affect GCT’s financial performance. GCT may encounter difficulties or challenges in meeting its obligations under its 5G development agreements with major custom ers , which may adversely affect its ability to generate revenue. GCT is operating in a highly competitive market and may not be able to compete effectively to win sufficient business with it s c ustomers. The average selling prices of semiconductor solutions in GCT’s markets have historically decreased over time and will likely do so in the future, which could harm GCT’s revenue and gross profits. GCT may fail to forecast customer demand for GCT’s products accurately, which may result in product shortages, delays in pro duc t shipments or excess or insufficient product inventory. Any increase in the manufacturing cost of GCT’s products could reduce GCT’s gross margins and operating profit. GCT may not be able to secure sufficient manufacturing capacity to develop and manufacture its products and meet its customer s’ demand. GCT does not have supply agreements with its major semiconductor foundries, and if such foundries do not provide sufficient c apa city to GCT, GCT may not be able to secure capacity from other third - party foundries timely or at all. The complexity of GCT’s semiconductor solutions could result in unforeseen delays or expenses from undetected defects, errors or bugs in hardware or software, which could reduce the market acceptance for GCT’s new semiconductor solutions. The semiconductor and communications industries are cyclical and have historically experienced significant fluctuations with pro longed downturns, which could impact GCT’s operating results, financial condition and cash flows. GCT relies on a small number of customers for a significant percentage of its revenue, and the loss of, or a reduction in, or der s from these customers could result in a substantial decline in its revenue. The wireless and consumer electronics industry is characterized by short product cycles, significant fluctuations in supply a nd demand, and rapidly changing technologies, and GCT may not be able to meet these challenges successfully or consistently. A portion of GCT’s sales continues to rely on products serving the 4G markets notwithstanding the growth of the 5G market, an d i f the decline of 4G markets outpaces the growth of 5G markets for GCT’s product, GCT’s sales will be negatively impacted. Changes in current laws or the imposition of new laws regulating the wireless networks and radio frequency emission could imp ede the sale of GCT’s products or otherwise harm GCT’s business. Changes in, and the regulatory implementation of, tariffs or other government trade policies or political conditions could re duc e demand for GCT’s products, limit its ability to sell its products to certain customers or its ability to comply with applicable laws and regulations. GCT’s failure protect its intellectual property rights adequately could impair its ability to compete effectively or to defen d o urselves from litigation. The enforcement and protection of GCT’s intellectual property may be expensive, could fail to prevent misappropriation or una uth orized use of its intellectual property, could result in the loss of its ability to enforce one or more patents, and could be adversely affected by changes in patent laws, by laws in certain foreign jurisdictions that may not eff ect ively protect GCT’s intellectual property and by ineffective enforcement of laws in such jurisdictions. GCT may be subject to claims of infringement or misappropriation of third - party intellectual property rights, and any such infri ngement or other intellectual property claim made against GCT, whether or not it has merit, could be time - consuming, result in costly litigation, cause product delays, or require us to enter into royalty or licensing agreements. GCT’s business depends on international customers, suppliers and operations in Asia, which subjects it to additional risks, i ncl uding increased complexity and costs of managing international operations and geopolitical instability. GCT’s business operations could be significantly harmed by natural disasters or global epidemics. GCT may experience a decrease in market demand due to uncertain economic conditions in the United States and in international ma rkets, which has been further exacerbated by the concerns of terrorism, war and social and political instability. GCT’s ability to compete is affected by certain regulatory development that historically has benefited GCT’s products, includ ing regulatory restrictions against distribution of similar products by Chinese companies, and changes in such regulatory requirement may adversely affect GCT’s sales. GCT may not be able to manage the growth of its business, including the hiring of a sufficient number of qualified personnel and enhancing its operational infrastructures. GCT may not be able to raise a sufficient amount of capital to fund and support its business operations. GCT’s indebtedness could adversely affect its cash flows and limit its flexibility to raise additional capital. Being a public company will increase GCT’s administrative costs and divert its management’s attention.
GCT Semiconductor, Inc. 30 Summary Risk Factors Risks Related to Concord and the Business Combination Directors and officers of Concord have potential conflicts of interest in recommending that stockholders vote in favor of app rov al of the Business Combination. Concord stockholders will have a reduced ownership and voting interest after the Business Combination and will exercise less inf luence over management. The ability of Concord stockholders to exercise redemption rights with respect to a large number of shares could deplete Conc ord ’s trust account prior to the Business Combination and thereby diminish the amount of working capital of the ultimate holding company after the transaction (“GCT Pubco”). Concord’s initial stockholders, directors, officers, advisors, and their affiliates may purchase shares or public warrants fr om public stockholders, which may reduce the public “float” of Concord’s Class A common stock. The Business Combination may not be completed by Concord’s business combination deadline in its organizational documents, as ame nded to date, and Concord may fail to obtain an extension of the business combination deadline. There can be no assurance that the contemplated transaction will achieve GCT’s objectives of providing the company with suffi cie nt capital, and if GCT requires additional capital to fund its operations or expected growth, there can be no assurance that GCT will be able to obtain such funds on attractive terms or at all, and GCT Pubco stockholders may exp erience dilution as a result. GCT and Concord have incurred and will incur substantial costs in connection with the Business Combination and related transa cti ons, such as legal, accounting, consulting, and financial advisory fees. While GCT and Concord work to complete the Business Combination, management’s focus and resources may be diverted from operat ion al matters and other strategic opportunities. If PIPE financing is not identified by GCT and Concord, or if identified, is consummated on different terms than those curren tly contemplated or fails to close and sufficient stockholders exercise their redemption rights in connection with the Business Combination, Concord may lack sufficient funds to consummate the Business Combination. GCT’s operations may be restricted during the pendency of the Business Combination pursuant to terms of the Business Combinat ion Agreement. The announcement of the Business Combination could disrupt GCT’s relationships with its customers, suppliers and others, as w ell as its operating results and business generally. Uncertainty about the effect of the Business Combination may affect GCT’s ability to retain key employees and integrate manag eme nt structures and may negatively impact its management, strategy and results of operations. The consummation of the Business Combination is subject to a number of conditions and if those conditions are not satisfied o r w aived, the Business Combination Agreement may be terminated in accordance with its terms and the Business Combination may not be completed. GCT Pubco may incur successor liabilities due to conduct arising prior to the completion of the Business Combination. Subsequent to the completion of the Business Combination, GCT Pubco may be exposed to unknown or contingent liabilities and m ay be required to take write - downs or write - offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition, results of operations a nd the price of its securities, which could cause you to lose some or all of your investment. The obligations associated with being a public company will involve significant expenses and will require significant resourc es and management attention, which may divert from GCT Pubco’s business operations. GCT’s management and current resources may not successfully or effectively manage the transition to a public company. Future sales of common stock after the consummation of the Business Combination may cause the market price of GCT Pubco’s com mon stock to drop significantly, even if GCT’s business is doing well. Following the Business Combination, outstanding warrants will become exercisable for GCT Pubco’s common stock, which would in cre ase the number of shares eligible for future resale in the public market and result in dilution to GCT Pubco’s stockholders. GCT Pubco’s audited financial position and results of operations may differ materially from the unaudited pro forma financial in formation presented to investors. GCT Pubco does not intend to pay cash dividends for the foreseeable future. GCT Pubco may not meet the NYSE’s initial listing criteria, and even if it does, the NYSE may not continue to list GCT Pubco’ s s ecurities on its exchange; which could limit the ability of investors in GCT Pubco to make transactions in GCT Pubco’s securities and subject GCT Pubco to additional trading restrictions. If the Business Combination’s benefits do not meet the expectations of investors or securities analysts, the market price of Con cord’s securities or, following the consummation of the Business Combination, GCT Pubco’s securities, may decline. If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about GCT Pubco’s bus iness, the price and trading volume of its securities could decline. There has been no prior public market for GCT’s securities. The stock price of GCT Pubco’s common stock may be volatile or m ay decline regardless of its operating performance, and you may not be able to resell your shares at or above the subscription price. GCT Pubco will have broad discretion in the use of the proceeds from the Business Combination and may not use them effectivel y o r in ways with which the investors agree. Anti - takeover provisions contained in GCT Pubco’s restated certificate of incorporation and amended and restated bylaws, as well as provisions of Delaware law, could impair a takeover attempt. Claims for indemnification by GCT Pubco’s directors and officers may reduce its available funds to satisfy successful third - part y claims against it and may reduce the amount of money available to it. Legal proceedings may be instituted against the Business Combination, which could delay or prevent or otherwise adversely imp act the Business Combination. Changes in laws or regulations, or a failure to comply with any laws and regulations, may adversely affect GCT’s business, in clu ding its ability to consummate the Business Combination, and results of operations .
GCT Semiconductor, Inc. 31 GCT Semiconductor, Inc. Investor Presentation November 2023