Financial Performance - Net revenues decreased by $2.8 million, or 66%, to $1.5 million for the three months ended June 30, 2024, from $4.3 million for the same period in 2023, primarily due to a $4.0 million decrease in product sales[139]. - Product sales dropped to an insignificant amount from $4.0 million for the three months ended June 30, 2023, attributed to excess LTE channel inventory and a shift in customer priorities towards 5G products[141]. - Service revenues increased by $1.2 million, or 460%, to $1.5 million for the three months ended June 30, 2024, driven by a new customer contract[140]. - Gross profit decreased by $1.9 million, or 67%, to $0.9 million for the three months ended June 30, 2024, from $2.8 million for the same period in 2023[140]. - For the six months ended June 30, 2024, net revenues decreased by $2.6 million, or 36%, to $4.7 million, primarily due to a $2.2 million decrease in product sales[147]. - For the six months ended June 30, 2024, the company reported a net loss of $1.0 million and cash used in operating activities of $24.1 million, compared to a net loss of $6.4 million and cash used of $6.4 million for the same period in 2023[155][163][164]. - Net loss improved by $5.5 million, or 84%, to $1.0 million for the three months ended June 30, 2024, from a net loss of $6.6 million for the same period in 2023[140]. Research and Development - GCT's research and development expenses are expected to increase as the company continues to grow and expand its operations as a public entity[134]. - Research and development expenses increased by $0.2 million, or 4%, to $4.2 million for the three months ended June 30, 2024, primarily related to services for designing 5G chip products[143]. - Research and development expenses for the six months ended June 30, 2024, increased by $4.8 million, or 98%, to $9.7 million, mainly due to 5G chip product development[152]. - The company expects significant ongoing operating expenditures for the manufacturing and commercialization of its first 5G chipset, anticipated in the first half of 2025[159]. Market Conditions - The semiconductor industry has experienced a downturn since late 2022, impacting GCT's business due to reduced demand and excess inventory, particularly in the 4G LTE segment[125]. - GCT anticipates a recovery in the semiconductor markets throughout 2024, although the pace of recovery remains uncertain[125]. - The company faces challenges in accurately predicting market demand and technological shifts, which are critical for the successful development of new products[123]. Financing and Liquidity - GCT Semiconductor Holding, Inc. received $17.2 million in cash proceeds from the Business Combination and PIPE Financing, net of transaction costs totaling $22.0 million[119]. - The company received $17.2 million in cash proceeds from a reverse recapitalization and PIPE Financing in March 2024, which is expected to fund operations for at least the next 12 months[156]. - Cash provided by financing activities for the six months ended June 30, 2024, was $27.9 million, primarily from proceeds of $17.2 million from the Business Combination and $16.3 million from convertible promissory notes[166]. - The company plans to use additional liquidity to finance mass production of 5G products, acquire IP, hire personnel, and improve engineering equipment[160]. - As of June 30, 2024, the company had an accumulated deficit of $549.9 million and outstanding convertible promissory notes and borrowings totaling $43.6 million, with $38.6 million due within 12 months[155][158]. Operating Expenses - GCT's sales and marketing expenses include costs related to employee compensation and advertising, which are expensed in the periods incurred[133]. - Cost of net revenues decreased by $0.9 million, or 63%, to $0.5 million for the three months ended June 30, 2024, from $1.5 million for the same period in 2023[142]. - Interest expense decreased by $2.0 million, or 72%, to $0.8 million for the three months ended June 30, 2024, due to the conversion of convertible notes[146]. Corporate Structure and Compliance - The company has undergone a reverse recapitalization, with Legacy GCT being the accounting acquirer, impacting its financial reporting going forward[118]. - The company is classified as an "emerging growth company" under the JOBS Act, allowing it to delay adopting new accounting standards until they apply to private companies[179]. - The company has elected to utilize the extended transition period for compliance with certain accounting standards, which may affect the comparability of its financial statements[179]. - The company is also defined as a "smaller reporting company" under the Exchange Act, which allows it to take advantage of scaled disclosures[180]. - The market value of the company's voting and non-voting common stock held by non-affiliates must be less than $250 million to maintain its status as a smaller reporting company[180]. - The company can continue to qualify as a smaller reporting company if its annual revenue is less than $100 million and the market value of its common stock is below $700 million[180]. - The company is not required to provide quantitative and qualitative disclosures about market risk due to its classification as a smaller reporting company[181]. Commitments and Leases - The company has various operating leases and material commitments related to research and development agreements, with expiration dates through 2026[167]. - Cash used in investing activities for the six months ended June 30, 2024, was related solely to purchases of property and equipment[165]. - The company sold 678,462 shares of common stock under a Purchase Agreement with B. Riley, receiving net proceeds of $2.8 million[157].

Exhibit 99.1 GCT Semiconductor Holding, Inc. Reports Second Quarter 2024 Financial Results SAN JOSE, CA – August 14, 2024 – GCT Semiconductor Holding, Inc. ("GCT" or the "Company") (NYSE: GCTS), a leading designer and supplier of advanced 5G and 4G semiconductor solutions, today reported financial results for the second quarter ended June 30, 2024. Second Quarter 2024 Financial Summary and Recent Operational Highlights · 5G chipset development progressing as projected with initial deliveries to alpha custom ...

Table of Contents As filed with the Securities and Exchange Commission on May 23, 2024. Registration No. 333-278809 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 2 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) Delaware 6770 86-2171699 (Primary Standard Industrial Classification Code Number) (I.R.S. Emp ...

Registration No. 333- UNITED STATES Table of Contents As filed with the Securities and Exchange Commission on May 21, 2024. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) (Primary Standard Industrial Classification Code Number) Delaware 6770 86-2171699 (I.R.S. Employer Identification N ...

Table of Contents UNDER THE SECURITIES ACT OF 1933 GCT Semiconductor Holding, Inc. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 AMENDMENT NO. 1 FORM S-1 REGISTRATION STATEMENT As filed with the Securities and Exchange Commission on May 17, 2024. Registration No. 333-278809 UNITED STATES (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) Delaware 6770 86-2171699 (Primary Standard Industrial Classification Code Number) (I.R.S. Emp ...

3 GCT SEMICONDUCTOR HOLDING, INC. Condensed Consolidated Statements of Stockholders' Deficit (unaudited, in thousands) (1) Amounts as of December 31, 2023 and before that date differ from those in prior year consolidated financial statements as they were retrospectively adjusted as a result of the accounting for the Business Combination (as defined in the Notes to the Unaudited Condensed Consolidated Financial Statements). 4 GCT SEMICONDUCTOR HOLDING, INC. Condensed Consolidated Statements of Cash Flows (un ...

GCT Semiconductor Holding, Inc. Reports First Quarter 2024 Financial Results · Announced a MOU with Aramco to accelerate the development of the 4G and 5G ecosystem in Saudi Arabia. Next steps for GCT include formalizing GCT's role for defining and developing the 5G chipsets and related reference platforms that would best meet Aramco's market needs. "As previously announced, we have signed a MOU with Aramco for a strategic collaboration to help develop the 4G and 5G ecosystem in Saudi Arabia. While we are cu ...

Table of Contents As filed with the Securities and Exchange Commission on April 18, 2024. Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in Its Charter) (State or Other Jurisdiction of Incorporation or Organization) Delaware 6770 86-2171699 (Primary Standard Industrial Classification Code Number) 2290 North 1st Street, Suite 20 ...

ITEM 4. MINE SAFETY DISCLOSURES Our equity securities trade on the NYSE. Each of our units consists of one share of Class A common stock and one-half of one warrant and, commencing on November 4, 2021, trades on the NYSE under the symbol "CNDB.U." The Class A common stock and warrants underlying our units began trading separately on the NYSE under the symbols "CNDB" and "CNDB.WS," respectively, on December 27, 2021. We have not paid any cash dividends on our common stock to date and do not intend to pay cas ...

SAN JOSE, Calif. & NEW YORK--(BUSINESS WIRE)--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 the U.S. Securities and Exchange Commission (the “SEC”) has declared effective the Registration Statement on Form S-4 (as amended, the “Registration Statement”) filed by Concord and relating to the ...