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GCT Semiconductor Holding, Inc.(GCTS) - 2024 Q1 - Quarterly Report
2024-05-14 21:23
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q (Mark One) ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2024 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from ___________ to ___________ Commission File Number: 001-41013 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in its Cha ...
GCT Semiconductor Holding, Inc.(GCTS) - 2024 Q1 - Quarterly Results
2024-05-14 20:22
Exhibit 99.1 GCT Semiconductor Holding, Inc. Reports First Quarter 2024 Financial Results SAN JOSE, CA – May 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 first quarter ended March 31, 2024. First Quarter 2024 Financial Summary and Recent Operational Highlights · Revenues up by 7% as compared to the same quarter in 2023, to $3.3 million. · Income from op ...
GCT Semiconductor Holding, Inc.(GCTS) - 2023 Q4 - Annual Report
2024-03-08 21:52
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2023 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41013 CONCORD ACQUISITION CORP III (Exact name of registrant as specified in its charter) Delaware 86-2171699 (State or other ju ...
GCT Semiconductor Holding, Inc.(GCTS) - 2023 Q3 - Quarterly Report
2023-11-14 00:14
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Concord Acquisition Corp III (Exact name of registrant as specified in its charter) | --- | --- | --- | |--------------------------------------- ...
GCT Semiconductor Holding, Inc.(GCTS) - 2023 Q2 - Quarterly Report
2023-08-10 20:06
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Concord Acquisition Corp III (Exact name of registrant as specified in its charter) | --- | --- | --- | |-------------------------------------------- ...
GCT Semiconductor Holding, Inc.(GCTS) - 2023 Q1 - Quarterly Report
2023-05-11 20:19
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2023 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Concord Acquisition Corp III (Exact name of registrant as specified in its charter) | --- | --- | --- | |------------------------------------------- ...
GCT Semiconductor Holding, Inc.(GCTS) - 2022 Q4 - Annual Report
2023-02-27 21:09
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2022 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-41013 CONCORD ACQUISITION CORP III (Exact name of registrant as specified in its charter) Delaware 86-2171699 (State or other ju ...
GCT Semiconductor Holding, Inc.(GCTS) - 2022 Q2 - Quarterly Report
2022-08-12 20:00
[PART I. FINANCIAL INFORMATION](index=4&type=section&id=PART%20I.%20FINANCIAL%20INFORMATION) [Item 1. Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements for Concord Acquisition Corp III as of June 30, 2022, and for the three and six-month periods then ended [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of June 30, 2022, the company held $352.4 million in its Trust Account, with total liabilities of $20.6 million and a stockholders' deficit of $19.2 million Condensed Balance Sheet Highlights (as of June 30, 2022) | Account | June 30, 2022 (unaudited) | December 31, 2021 | | :--- | :--- | :--- | | **Assets** | | | | Cash | $541,119 | $1,214,555 | | Marketable securities and cash held in Trust Account | $352,449,851 | $351,921,694 | | **Total Assets** | **$353,550,992** | **$353,856,716** | | **Liabilities & Stockholders' Deficit** | | | | Warrant liability | $5,863,000 | $18,655,000 | | Deferred underwriters' discount | $12,075,000 | $12,075,000 | | **Total Liabilities** | **$20,611,504** | **$36,532,165** | | Common stock subject to possible redemption | $352,118,133 | $351,900,000 | | **Total Stockholders' Deficit** | **($19,236,614)** | **($34,575,449)** | [Condensed Statements of Operations (Unaudited)](index=5&type=section&id=Condensed%20Statements%20of%20Operations%20(Unaudited)) For the six months ended June 30, 2022, the company reported a net income of $15.6 million, primarily driven by a $15.7 million positive change in the fair value of its warrant liability and sponsor loans Condensed Statements of Operations (Unaudited) | Metric | For the Six Months ended June 30, 2022 | For the Three Months ended June 30, 2022 | | :--- | :--- | :--- | | Loss from operations | ($609,220) | ($282,565) | | Income from investments held in Trust Account | $528,157 | $418,987 | | Change in fair value of warrant liability and sponsor loans | $15,696,000 | $7,301,500 | | **Net income** | **$15,556,968** | **$7,379,953** | | Basic and diluted net income per share, Class A | $0.36 | $0.17 | | Basic and diluted net income per share, Class B | $0.36 | $0.17 | [Condensed Statements of Changes in Stockholders' (Deficit) Equity (Unaudited)](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholders%27%20(Deficit)%20Equity%20(Unaudited)) The company's total stockholders' deficit improved during the first six months of 2022, decreasing from **($34,575,449)** to **($19,236,614)**, primarily due to net income - The stockholders' deficit decreased from **($34,575,449)** on January 1, 2022, to **($19,236,614)** on June 30, 2022[12](index=12&type=chunk) - The primary driver for the change in stockholders' deficit was the net income of **$15,556,968** for the six-month period, which was partially offset by a **$218,133** increase in the redemption value of shares subject to possible redemption[12](index=12&type=chunk) [Condensed Statements of Cash Flows (Unaudited)](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows%20(Unaudited)) For the six months ended June 30, 2022, net cash used in operating activities was **($673,436)**, primarily due to non-cash adjustments to net income, resulting in a cash balance decrease to **$541,119** Condensed Statements of Cash Flows Highlights (Six Months ended June 30, 2022) | Cash Flow Item | Amount | | :--- | :--- | | Net income | $15,556,968 | | Adjustments (incl. change in fair value of warrant liability) | ($16,224,157) | | **Net cash used in operating activities** | **($673,436)** | | Net change in cash | ($673,436) | | Cash, beginning of the period | $1,214,555 | | **Cash, end of the period** | **$541,119** | [Notes to Condensed Financial Statements (Unaudited)](index=8&type=section&id=Notes%20to%20Condensed%20Financial%20Statements%20(Unaudited)) The notes detail the company's formation as a blank check company, its November 2021 IPO, and management's substantial doubt about its ability to continue as a going concern if a business combination is not completed by the deadline - The company is a blank check company formed for the purpose of effecting a business combination and had not commenced any operations as of June 30, 2022[19](index=19&type=chunk)[20](index=20&type=chunk) - The company completed its Initial Public Offering (IPO) on November 8, 2021, issuing **34,500,000** units at **$10.00** per unit, generating gross proceeds of **$345,000,000**[22](index=22&type=chunk)[80](index=80&type=chunk) - Management has determined that there is substantial doubt about the Company's ability to continue as a going concern due to the mandatory liquidation requirement if a Business Combination is not consummated by May 8, 2023 (or later if extended)[40](index=40&type=chunk) - Warrants are accounted for as a liability at fair value, subject to re-measurement at each balance sheet date, with changes in fair value recognized in the statement of operations[65](index=65&type=chunk) [Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations](index=37&type=section&id=Item%202.%20Management%27s%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) This section discusses the company's status as a blank check company with no operations or revenue, attributing its net income to non-operating items and reiterating substantial doubt about its going concern ability - The company is a blank check company with activities limited to organizational tasks and those necessary for its IPO, having not generated any operating revenues[137](index=137&type=chunk)[139](index=139&type=chunk) Results of Operations Summary | Period | Net Income / (Loss) | Key Drivers | | :--- | :--- | :--- | | **Six months ended June 30, 2022** | $15,556,968 | Change in fair value of warrant liability and sponsor loans ($15.7M), Income from investments ($0.5M) | | **Period from Feb 18, 2021 to June 30, 2021** | ($473) | Formation costs | - As of June 30, 2022, the company had **$541,119** in cash available for working capital purposes, held outside the Trust Account[150](index=150&type=chunk) - Management has determined that the mandatory liquidation provision, if a Business Combination is not consummated by the deadline (May 8, 2023, or if extended), raises substantial doubt about the Company's ability to continue as a going concern[153](index=153&type=chunk) [Item 3. Quantitative and Qualitative Disclosures About Market Risk](index=41&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) The company is a smaller reporting company and is therefore not required to provide the information under this item - As a smaller reporting company, the company is not required to provide quantitative and qualitative disclosures about market risk[157](index=157&type=chunk) [Item 4. Controls and Procedures](index=41&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded that the company's disclosure controls and procedures were not effective as of June 30, 2022, due to a material weakness in accounting for complex financial instruments, and has implemented changes to address this - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were not effective as of June 30, 2022[161](index=161&type=chunk) - The ineffectiveness was attributed to a material weakness in internal control over financial reporting concerning the accounting for complex financial instruments[161](index=161&type=chunk) - The company has implemented changes to its internal controls, such as enhancing access to accounting research materials and increasing consultation with third-party professionals, to address the weakness[163](index=163&type=chunk) [PART II. OTHER INFORMATION](index=44&type=section&id=PART%20II.%20OTHER%20INFORMATION) [Item 1. Legal Proceedings](index=44&type=section&id=Item%201.%20Legal%20Proceedings) The company reports that there are no legal proceedings - The company has no legal proceedings to report[166](index=166&type=chunk) [Item 1A. Risk Factors](index=44&type=section&id=Item%201A.%20Risk%20Factors) The company states that there have been no material changes to the risk factors previously disclosed in its Annual Report on Form 10-K for the year ended December 31, 2021, and its Q1 2022 Form 10-Q - There have been no material changes to the risk factors disclosed in the company's Annual Report on Form 10-K for the year ended December 31, 2021[167](index=167&type=chunk) [Item 2. Unregistered Sales of Equity Securities and Use of Proceeds](index=44&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) This section reiterates the details of the company's November 8, 2021, Initial Public Offering (IPO) of **34,500,000** units, which generated gross proceeds of **$345,000,000**, and the simultaneous private placement of warrants that generated an additional **$9,400,000** - On November 8, 2021, the company completed its IPO of **34,500,000** Units at **$10.00** per Unit, for gross proceeds of **$345,000,000**[168](index=168&type=chunk) - Simultaneously with the IPO, the company sold **9,400,000** Private Placement Warrants at **$1.00** each, generating total proceeds of **$9,400,000**[169](index=169&type=chunk) [Item 3. Defaults Upon Senior Securities](index=44&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reports no defaults upon senior securities - The company reports no defaults upon senior securities[170](index=170&type=chunk) [Item 4. Mine Safety Disclosures](index=44&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable[171](index=171&type=chunk) [Item 5. Other Information](index=44&type=section&id=Item%205.%20Other%20Information) The company reports no other information - The company has no other information to report for the period[172](index=172&type=chunk) [Item 6. Exhibits](index=45&type=section&id=Item%206.%20Exhibits) This section lists the exhibits filed with the Form 10-Q, which include officer certifications pursuant to the Sarbanes-Oxley Act and Inline XBRL data files - The exhibits filed with this report include certifications from the Principal Executive Officer and Principal Financial Officer as required by Sections 302 and 906 of the Sarbanes-Oxley Act of 2002[174](index=174&type=chunk)
GCT Semiconductor Holding, Inc.(GCTS) - 2022 Q1 - Quarterly Report
2022-05-09 20:34
PART I. FINANCIAL INFORMATION [Financial Statements](index=4&type=section&id=Item%201.%20Financial%20Statements) This section presents the unaudited condensed financial statements for Concord Acquisition Corp III, detailing a net income of $8.2 million primarily from warrant revaluation and significant trust account assets [Condensed Balance Sheets](index=4&type=section&id=Condensed%20Balance%20Sheets) As of March 31, 2022, total assets were $353.4 million, primarily trust account securities, with total liabilities at $27.9 million and a stockholders' deficit of $26.4 million Condensed Balance Sheet Highlights (unaudited) | Account | March 31, 2022 (USD) | December 31, 2021 (USD) | | :--- | :--- | :--- | | **Assets** | | | | Cash | $719,805 | $1,214,555 | | Marketable securities and cash held in Trust Account | $352,030,864 | $351,921,694 | | **Total Assets** | **$353,431,812** | **$353,856,716** | | **Liabilities & Stockholders' Deficit** | | | | Warrant liability | $10,393,500 | $18,655,000 | | Total liabilities | $27,930,246 | $36,532,165 | | Common stock subject to possible redemption | $351,900,000 | $351,900,000 | | Total stockholders' deficit | $(26,398,434) | $(34,575,449) | [Condensed Statements of Operations (Unaudited)](index=5&type=section&id=Condensed%20Statements%20of%20Operations%20(Unaudited)) For the three months ended March 31, 2022, the company reported a net income of $8.2 million, primarily from a non-operating gain on warrant liability and sponsor loans Statement of Operations Summary (For the Three Months ended March 31, 2022) | Item | Amount (USD) | | :--- | :--- | | Formation and operating costs | $(326,655) | | Interest earned on investment held in Trust Account | $109,170 | | Change in fair value of warrant liability and sponsor loans | $8,394,500 | | **Net income** | **$8,177,015** | | **Basic and diluted net income per share** | **$0.19** | [Condensed Statements of Changes in Stockholders' Equity (Deficit) (Unaudited)](index=6&type=section&id=Condensed%20Statements%20of%20Changes%20in%20Stockholders'%20Equity%20(Deficit)%20(Unaudited)) The stockholders' deficit improved from $(34.6) million to $(26.4) million during Q1 2022, driven by the $8.2 million net income - The stockholders' deficit decreased from **$(34.6) million** on January 1, 2022, to **$(26.4) million** on March 31, 2022, as a direct result of the **$8.2 million** in net income for the quarter[12](index=12&type=chunk) [Condensed Statements of Cash Flows (Unaudited)](index=7&type=section&id=Condensed%20Statements%20of%20Cash%20Flows%20(Unaudited)) For Q1 2022, the company experienced a net cash outflow of $494,750 from operating activities, reducing the cash balance to $719,805 Cash Flow Summary (For the Three Months ended March 31, 2022) | Category | Amount (USD) | | :--- | :--- | | Net cash used in operating activities | $(494,750) | | Net cash provided by financing activities | $0 | | **Net change in cash** | **$(494,750)** | | Cash, beginning of the period | $1,214,555 | | **Cash, end of the period** | **$719,805** | [Notes to Financial Statements](index=8&type=section&id=Notes%20to%20Financial%20Statements) The notes detail the company's status as a blank check company, its IPO proceeds, trust account, warrant accounting, and management's substantial doubt about its going concern ability - The company is a blank check company formed for the purpose of effecting a business combination and had not commenced any operations as of March 31, 2022[19](index=19&type=chunk)[20](index=20&type=chunk) - The company completed its IPO on November 8, 2021, raising gross proceeds of **$345 million**, with **$351.9 million** placed in a trust account[22](index=22&type=chunk)[28](index=28&type=chunk) - The company has until May 8, 2023 (18 months from IPO), with possible extensions up to November 8, 2023, to complete a business combination, or it will be forced to liquidate[34](index=34&type=chunk)[40](index=40&type=chunk) - Management has determined that the mandatory liquidation feature raises substantial doubt about the Company's ability to continue as a going concern[40](index=40&type=chunk) - Warrants are accounted for as a liability at fair value and are re-measured at each balance sheet date, with changes in fair value recognized in the statement of operations[67](index=67&type=chunk) [Management's Discussion and Analysis of Financial Condition and Results of Operations](index=33&type=section&id=Item%202.%20Management's%20Discussion%20and%20Analysis%20of%20Financial%20Condition%20and%20Results%20of%20Operations) Management discusses the company's pre-business combination status, attributing Q1 2022 net income to warrant revaluation, and expresses substantial doubt about its going concern ability - The company has not engaged in any operations or generated any revenues to date, with activities limited to organizational tasks and searching for a business combination[131](index=131&type=chunk) - For Q1 2022, the company had a net income of **$8,177,015**, primarily from an **$8,394,500** gain on the change in fair value of warrant liability and sponsor loans[132](index=132&type=chunk) - As of March 31, 2022, the company had approximately **$720,000** of cash held outside the Trust Account available for working capital purposes[138](index=138&type=chunk) - Management has determined that the mandatory liquidation requirement if a business combination is not completed by the deadline (starting May 8, 2023) raises substantial doubt about the company's ability to continue as a going concern[140](index=140&type=chunk) [Quantitative and Qualitative Disclosures About Market Risk](index=36&type=section&id=Item%203.%20Quantitative%20and%20Qualitative%20Disclosures%20About%20Market%20Risk) As a smaller reporting company, the registrant is not required to provide market risk disclosures - As a smaller reporting company, the registrant is not required to provide the information otherwise required under this item[146](index=146&type=chunk) [Controls and Procedures](index=36&type=section&id=Item%204.%20Controls%20and%20Procedures) Management concluded disclosure controls and procedures were ineffective as of March 31, 2022, due to a material weakness in accounting for complex financial instruments - The Chief Executive Officer and Chief Financial Officer concluded that the company's disclosure controls and procedures were not effective as of March 31, 2022[149](index=149&type=chunk) - The ineffectiveness was due to a material weakness in internal control over financial reporting concerning the accounting for complex financial instruments[149](index=149&type=chunk) - The company is implementing remediation efforts, including enhancing access to accounting literature and increasing communication with personnel and third-party professionals[151](index=151&type=chunk) PART II. OTHER INFORMATION [Legal Proceedings](index=37&type=section&id=Item%201.%20Legal%20Proceedings) The company reported no legal proceedings - None[153](index=153&type=chunk) [Risk Factors](index=37&type=section&id=Item%201A.%20Risk%20Factors) This section highlights potential adverse impacts from proposed SEC rules on SPACs and substantial doubt about the company's going concern ability - Proposed SEC rules issued on March 30, 2022, regarding SPACs may materially adversely affect the company's ability to negotiate and complete its initial business combination and may increase related costs and time[156](index=156&type=chunk) - The company's proximity to its liquidation date (starting May 8, 2023, if not extended) raises substantial doubt about its ability to continue as a 'going concern'[157](index=157&type=chunk) [Unregistered Sales of Equity Securities and Use of Proceeds](index=37&type=section&id=Item%202.%20Unregistered%20Sales%20of%20Equity%20Securities%20and%20Use%20of%20Proceeds.) This section details proceeds from the IPO, which generated $345 million, and a simultaneous private placement of warrants totaling $9.4 million - On November 8, 2021, the company completed its IPO of **34,500,000** units at **$10.00** per unit, generating gross proceeds of **$345,000,000**[158](index=158&type=chunk) - Simultaneously with the IPO, the company sold **9,400,000** private placement warrants at **$1.00** per warrant, generating total proceeds of **$9,400,000**[159](index=159&type=chunk) [Defaults Upon Senior Securities](index=39&type=section&id=Item%203.%20Defaults%20Upon%20Senior%20Securities) The company reported no defaults upon senior securities - None[161](index=161&type=chunk) [Mine Safety Disclosures](index=39&type=section&id=Item%204.%20Mine%20Safety%20Disclosures) This item is not applicable to the company - Not Applicable[162](index=162&type=chunk) [Other Information](index=39&type=section&id=Item%205.%20Other%20Information) The company reported no other information - None[163](index=163&type=chunk) [Exhibits](index=40&type=section&id=Item%206.%20Exhibits) This section lists exhibits filed with the quarterly report, including SOX certifications and Inline XBRL financial data files - The report includes certifications from the Principal Executive Officer and Principal Financial Officer pursuant to Sarbanes-Oxley Sections 302 and 906, along with Inline XBRL documents[165](index=165&type=chunk)
GCT Semiconductor Holding, Inc.(GCTS) - 2021 Q4 - Annual Report
2022-03-18 00:52
Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2021 (212) 883-4330 (Registrant's telephone number, including area code) Securities registered pursuant to Section 12(b) of the Exchange Act: ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (State or other jurisdiction of incorporation or orga ...