CNDB / Concord Acquisition Corp III - Pengajuan SECLaporan Tahunan, Pernyataan Proksi

Form of Warrant

Exhibit 4.1 THIS WARRANT AND THE WARRANT STOCK ISSUABLE UPON EXERCISE HEREUNDER, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR UNLESS SUCH TRANSFER IS EXEMPT FROM TH

Special Note Regarding Forward-Looking Statements PART I—FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited). Condensed Consolidated Balance Sheets Condensed Consolidated Statements of Operations Condensed Consolidated Statements of Compre

Table of Contents 00 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 June 30, 2025 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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 12, 2025 GCT Semiconductor

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): August 12, 2025 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in Its Charter) 001-41013 (Commission File Number) Delaware 86-2171699 (State or Other Jurisdict

GCT Semiconductor Holding, Inc. Provides Business Update and Reports Second Quarter 2025 Financial Results Company delivered initial 5G chipset samples to lead customers, in preparation for mass production and volume shipments in the second half of f

Exhibit 99.1 GCT Semiconductor Holding, Inc. Provides Business Update and Reports Second Quarter 2025 Financial Results Company delivered initial 5G chipset samples to lead customers, in preparation for mass production and volume shipments in the second half of fiscal 2025 SAN JOSE, CA – August 12, 2025 – GCT Semiconductor Holding, Inc. (“GCT” or the “Company”) (NYSE: GCTS), a leading designer and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant ⌧ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Defin

GCT 2024 Annual Report About GCT GCT Semiconductor is a leading fabless designer and supplier of advanced 5G and 4G LTE semiconductor solutions. GCT’s market-proven LTE solutions, commercially available since 2010, have enabled fast and reliable LTE

GCT 2024 Annual Report About GCT GCT Semiconductor is a leading fabless designer and supplier of advanced 5G and 4G LTE semiconductor solutions.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☒ Definitive

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☒ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ☐ Definitive

Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): June 6, 2025 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in Its Charter) 001-41013 (Commission File Number) Delaware 86-2171699 (State or Other Jurisdiction

As filed with the Securities and Exchange Commission on June 6, 2025

As filed with the Securities and Exchange Commission on June 6, 2025 Registration No.

GCT Semiconductor Holding, Inc. Provides Business Update and Reports First Quarter 2025 Financial Results 5G chipset sampling to customers scheduled to begin at the end of May, following completion of fab, wafer processing and delivery of finalized 5

Exhibit 99.1 GCT Semiconductor Holding, Inc. Provides Business Update and Reports First Quarter 2025 Financial Results 5G chipset sampling to customers scheduled to begin at the end of May, following completion of fab, wafer processing and delivery of finalized 5G chipsets to GCT facility SAN JOSE, CA – May 14, 2025 – GCT Semiconductor Holding, Inc. (“GCT” or the “Company”) (NYSE: GCTS), a leading

GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040

GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 June 4, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Ms. Jennifer Angelini and Ms. Erin Purnell Re: GCT Semiconductor Holding, Inc. Amendment to Registration Statement on Form S-3 Filed May 13, 2025 Fil

May 30, 2025

May 30, 2025 VIA EDGAR CONFIDENTIAL U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F. Street, N.E. Washington, D.C. 20549 Attn: Jennifer Angelini and Erin Purnell Re:          GCT Semiconductor Holding, Inc. Amendment to Registration Statement on Form S-3 File No. 333-286704 Filed May 13, 2025 To the addressees set forth above: On behalf of our

As filed with the Securities and Exchange Commission on May 30, 2025

As filed with the Securities and Exchange Commission on May 30, 2025 Registration No.

Form of Warrant

Exhibit 4.1 COMMON STOCK PURCHASE WARRANT gct semiconductor holding, inc. Warrant Shares: Initial Exercise Date: November 17, 2025 Issue Date: May 16, 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on

Placement Agency Agreement dated May 15, 2025 by and between GCT Semiconductor Holding, Inc. and Roth Capital Partners, LLC

Exhibit 10.2 PLACEMENT AGENCY AGREEMENT May 15, 2025 Roth Capital Partners, LLC 888 San Clemente Drive, Suite 400 Newport Beach, CA 92660 Ladies and Gentlemen: Introduction. Subject to the terms and conditions herein (this “Agreement”), GCT Semiconductor Holding, Inc., a Delaware corporation (the “Company”), hereby agrees to sell up to an aggregate of $11,000,000.90 of registered securities (the “

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 15, 2025 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41013 86-2171699 (State or other jurisdiction of incorporation) (Commi

GCT Semiconductor Holding, Inc. 7,006,370 Shares of Common Stock Common Stock Purchase Warrants to Purchase up to 10,509,555 Shares of Common Stock Up to 10,509,555 Shares of Common Stock Underlying the Common Stock Purchase Warrants

Filed Pursuant to Rule 424(b)(5) Registration No. 333-286316 PROSPECTUS SUPPLEMENT (to the prospectus dated April 9, 2025) GCT Semiconductor Holding, Inc. 7,006,370 Shares of Common Stock Common Stock Purchase Warrants to Purchase up to 10,509,555 Shares of Common Stock Up to 10,509,555 Shares of Common Stock Underlying the Common Stock Purchase Warrants We are offering 7,006,370 shares (the “Shar

Form of Securities Purchase Agreement dated May 15, 2025 between GCT Semiconductor Holding, Inc. and the Purchasers identified therein

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of May 15, 2025, between GCT Semiconductor Holding, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and cond

GCT Semiconductor Announces $11 Million Registered Direct Offering

Exhibit 99.1 GCT Semiconductor Announces $11 Million Registered Direct Offering SAN JOSE, CA - May 15, 2025 – GCT Semiconductor Holding, Inc. (“GCT” or the “Company”) (NYSE: GCTS), a leading designer and supplier of advanced 5G and 4G semiconductor solutions, today announced that it has entered into a definitive agreement for the purchase and sale of an aggregate of 7,006,370 shares of its common

Special Note Regarding Forward-Looking Statements PART I—FINANCIAL INFORMATION Item 1. Financial Statements (Unaudited). Condensed Consolidated Balance Sheets Condensed Consolidated Statements of Operations Condensed Consolidated Statements of Compre

Table of Contents 00 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, 2025 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.

GCT Semiconductor Holding, Inc. Provides Business Update and Reports First Quarter 2025 Financial Results 5G chipset sampling to customers scheduled to begin at the end of May, following completion of fab, wafer processing and delivery of finalized 5

Exhibit 99.1 GCT Semiconductor Holding, Inc. Provides Business Update and Reports First Quarter 2025 Financial Results 5G chipset sampling to customers scheduled to begin at the end of May, following completion of fab, wafer processing and delivery of finalized 5G chipsets to GCT facility SAN JOSE, CA – May 14, 2025 – GCT Semiconductor Holding, Inc. (“GCT” or the “Company”) (NYSE: GCTS), a leading

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): May 14, 2025 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in Its Charter) 001-41013 (Commission File Number) Delaware 86-2171699 (State or Other Jurisdiction

May 13, 2025

May 13, 2025 VIA EDGAR CONFIDENTIAL U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F. Street, N.E. Washington, D.C. 20549 Attn: Jennifer Angelini and Erin Purnell Re: GCT Semiconductor Holding, Inc. Registration Statement on Form S-3 File No. 333-286704 Filed April 23, 2025 To the addressees set forth above: On behalf of our client, GCT Semicond

Specimen Warrant Certificate of GCT Semiconductor Holding, Inc.

Exhibit 4.2 Form of Warrant Certificate [FACE] Number Warrants THIS WARRANT SHALL BE NULL AND VOID IF NOT EXERCISED PRIOR TO THE EXPIRATION OF THE EXERCISE PERIOD PROVIDED FOR IN THE WARRANT AGREEMENT DESCRIBED BELOW CONCORD ACQUISITION CORP III Incorporated Under the Laws of the State of Delaware CUSIP [] Warrant Certificate This Warrant Certificate certifies that [●], or registered assigns, is t

As filed with the Securities and Exchange Commission on May 13, 2025

As filed with the Securities and Exchange Commission on May 13, 2025 Registration No.

May 13, 2025

May 13, 2025 VIA EDGAR CONFIDENTIAL U.S. Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F. Street, N.E. Washington, D.C. 20549 Attn: Jennifer Angelini and Erin Purnell Re: GCT Semiconductor Holding, Inc. Registration Statement on Form S-3 File No. 333-286704 Filed April 23, 2025 To the addressees set forth above: On behalf of our client, GCT Semicond

As filed with the Securities and Exchange Commission on April 30, 2025

As filed with the Securities and Exchange Commission on April 30, 2025 Registration No.

GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040

GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 April 28, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Re: GCT Semiconductor Holding, Inc. Registration Statement on Form S-3 Filed April 23, 2025 File No. 333-286713 Ladies and Gentlemen: In accordance with Rule

As filed with the Securities and Exchange Commission on April 23, 2025

As filed with the Securities and Exchange Commission on April 23, 2025 Registration No.

Filing Fee Table.

EX-FILINGFEES Calculation of Filing Fee Tables Form S-3 (Form Type) GCT SEMICONDUCTOR HOLDING, INC.

As filed with the Securities and Exchange Commission on April 23, 2025

As filed with the Securities and Exchange Commission on April 23, 2025 Registration No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables S-3 (Form Type) GCT SEMICONDUCTOR HOLDING, INC.

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): April 16, 2025 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in Its Charter) 001-41013 (Commission File Number) Delaware 86-2171699 (State or Other Jurisdicti

Orbic North America and GCT Semiconductor Sign LOI to Develop and Supply Orbic-Branded FWA Gateway and Mobile Hotspot with GCT’s Verizon-Certified 5G Module

Exhibit 99.1 For Immediate Release Orbic North America and GCT Semiconductor Sign LOI to Develop and Supply Orbic-Branded FWA Gateway and Mobile Hotspot with GCT’s Verizon-Certified 5G Module HAUPPAUGE, NEW YORK & SAN JOSE, CALIFORNIA (April 16, 2025) — Orbic North America, LLC (“Orbic”), an international leader in mobile technology innovation, and GCT Semiconductor Holding, Inc. (“GCT”) (NYSE: GC

GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040

GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 April 7, 2025 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Erin Donahue Re: GCT Semiconductor Holding, Inc. Registration Statement on Form S-3 Filed April 1, 2025 File No. 333-286316 Ladies and Gentlemen: In

At Market Issuance Sales Agreement, dated April 1, 2025, by and among the Registrant, B. Riley Securities, Inc. and H.C. Wainwright & Co., LLC

Exhibit 1.2 GCT SEMICONDUCTOR HOLDING, INC. Common Stock (par value $0.0001 per share) At Market Issuance Sales Agreement April 1, 2025 B. Riley Securities, Inc. 299 Park Avenue, 21st Floor New York, NY 10171 H.C. Wainwright & Co., LLC 430 Park Avenue, 3rd Floor New York, NY 10022 Ladies and Gentlemen: GCT Semiconductor Holding, Inc., a Delaware corporation (the “Company”), confirms its agreement

Form of indenture for senior debt securities

Exhibit 4.4 GCT SEMICONDUCTOR HOLDING, INC. ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SENIOR DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE II ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s Certi

As filed with the Securities and Exchange Commission on April 1, 2025

Table of Contents As filed with the Securities and Exchange Commission on April 1, 2025 Registration No.

Form of indenture for subordinated debt securities

Exhibit 4.5 GCT SEMICONDUCTOR HOLDING, INC., ISSUER AND [TRUSTEE], TRUSTEE INDENTURE DATED AS OF , 20 SUBORDINATED DEBT SECURITIES TABLE OF CONTENTS Page ARTICLE 1 DEFINITIONS 1 Section 1.01 Definitions of Terms 1 ARTICLE 2 ISSUE, DESCRIPTION, TERMS, EXECUTION, REGISTRATION AND EXCHANGE OF SECURITIES 4 Section 2.01 Designation and Terms of Securities 4 Section 2.02 Form of Securities and Trustee’s

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table FORM S-3 (Form Type) GCT Semiconductor Holding, Inc (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to Be Paid Equity Common Stock, $0.

GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 5 (to the Prospectus dated May 23, 2024)

Prospectus Supplement No. 5 Filed Pursuant to Rule 424(b)(3) File No. 333-278809 GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 5 (to the Prospectus dated May 23, 2024) This Prospectus Supplement No. 5 supplements and amends the prospectus dated May 23, 2024, Prospectus Supplement No. 1 dated August 15, 2024, Pro

GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 6 (to the Prospectus dated May 21, 2024)

Prospectus Supplement No. 6 Filed Pursuant to Rule 424(b)(3) File No. 333-279600 GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 6 (to the Prospectus dated May 21, 2024) This Prospectus Supplement No. 6 supplements and amends the prospectus dated May 21, 2024, as amended by Prospectus Supplement No. 1 dated July 1

Insider trading policies and procedures

Exhibit 19.1 GCT SEMICONDUCTOR HOLDING, INC. Statement of Company Policy REGARDING INSIDER TRADING (as adopted March 15, 2024) This policy applies to all officers, directors and employees of GCT Semiconductor Holding, Inc. and its subsidiaries (collectively, the “Company”) and supersedes all prior insider trading policies of the Company. I. The Need For A Policy Statement Under the federal securit

Policy Relating to Recovery of Erroneously Awarded Compensation

EXHIBIT 97.1 GCT SEMICONDUCTOR HOLDING, INC. CLAWBACK POLICY (as adopted March 15, 2024) I. Introduction The Board of Directors (the “Board”) of GCT Semiconductor Holding, Inc. (the “Company”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability. The Board has therefore adopted this policy which

Loan Agreement, dated November 11, 2024, by and between Dr. Kyeongho Lee and GCT Research, Inc.

EXHIBIT 10.26 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Loan Agreement Kyeongho Lee (“Lender”) and GCT Research, Inc. (“Borrower”) are executing the loan agreement as follows. Article 1 (Purpose) The purp

GCT Semiconductor Holding, Inc. Provides Business Update and Reports Fourth Quarter and Full Year 2024 Financial Results GCT launches “2025GCT” program to commence “Year of 5G” and celebrate upcoming 5G chipset shipments

Exhibit 99.1 GCT Semiconductor Holding, Inc. Provides Business Update and Reports Fourth Quarter and Full Year 2024 Financial Results GCT launches “2025GCT” program to commence “Year of 5G” and celebrate upcoming 5G chipset shipments SAN JOSE, CA – March 25, 2025 – GCT Semiconductor Holding, Inc. (“GCT” or the “Company”) (NYSE: GCTS), a leading designer and supplier of advanced 5G and 4G semicondu

Amendment No. 1 to Loan Agreement, dated January 24, 2025, by and between Dr. Kyeongho Lee and GCT Research, Inc.

EXHIBIT 10.28 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Amendment to Loan Agreements Kyeongho Lee (“Lender”) and GCT Research, Inc. (“Borrower”) are executing the amendment to loan agreements as follows.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K

Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K (Mark One) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 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 001-410

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): March 25, 2025 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in Its Charter) 001-41013 (Commission File Number) Delaware 86-2171699 (State or Other Jurisdicti

Loan Agreement, dated January 24, 2025, by and between Dr. Kyeongho Lee and GCT Research, Inc.

EXHIBIT 10.27 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Loan Agreement Kyeongho Lee (“Lender”) and GCT Research, Inc. (“Borrower”) are executing the loan agreement as follows. Article 1 (Purpose) The purp

Loan Agreement, dated March 21, 2025, by and between Anapass Inc. and GCT Research, Inc.

EXHIBIT 10.30 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Loan Agreement Anapass, Inc. (Korean corporation. “Lender”) and GCT Research, Inc. (Korean corporation. “Borrower”) are executing the loan agreement

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): January 24, 2025 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in Its Charter) 001-41013 (Commission File Number) Delaware 86-2171699 (State or Other Jurisdic

EXPLANTORY NOTE

424B3 1 a424b3.htm EXPLANTORY NOTE This submission corrects an inadvertent error in the file number included in the submission header of the prior filing. The correct file number is 333-278809. All other information remains unchanged. Prospectus Supplement No. 4 Filed Pursuant to Rule 424(b)(3) File No. 333-278809 GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, Californi

GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 4 (to the Prospectus dated May 23, 2024)

Prospectus Supplement No. 4 Filed Pursuant to Rule 424(b)(3) File No. 333-278809 GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 4 (to the Prospectus dated May 23, 2024) This Prospectus Supplement No. 4 supplements and amends the prospectus dated May 23, 2024, Prospectus Supplement No. 1 dated August 15, 2024, Pro

GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 5 (to the Prospectus dated May 21, 2024)

Prospectus Supplement No. 5 Filed Pursuant to Rule 424(b)(3) File No. 333-279600 GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 5 (to the Prospectus dated May 21, 2024) This Prospectus Supplement No. 5 supplements and amends the prospectus dated May 21, 2024, as amended by Prospectus Supplement No. 1 dated July 1

00 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

Table of Contents 00 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 September 30, 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.

GCT Semiconductor Holding, Inc. Reports Third Quarter 2024 Financial Results

Exhibit 99.1 GCT Semiconductor Holding, Inc. Reports Third Quarter 2024 Financial Results SAN JOSE, CA – November 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 third quarter ended September 30, 2024. Third Quarter 2024 Financial Summary and Rec

GCTS / GCT Semiconductor Holding, Inc. / MOORE CAPITAL MANAGEMENT, LP Passive Investment

SC 13G/A 1 formsc13ga-gctsemiconductor.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* GCT Semiconductor Holding, Inc. (f/k/a Concord Acquisition Corp III) (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 36170N107 (CUSIP Number) September 30, 2024 (Date of

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): November 14, 2024 GCT Semiconductor Holding, Inc. (Exact name of Registrant as Specified in Its Charter) Delaware 001-41013 86-2171699 (State or Other Jurisdiction of Incorporation) (

GCTS / GCT Semiconductor Holding, Inc. / PERISCOPE CAPITAL INC. - SC 13G/A Passive Investment

SC 13G/A 1 d879083dsc13ga.htm SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* GCT Semiconductor Holding Inc (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 36170N107 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statem

CNDB / Concord Acquisition Corp III / Walleye Capital LLC Passive Investment

SC 13G/A 1 walleye-gcts093024a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* GCT Semiconductor Holding, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 20607V106 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this Stateme

GCTS / GCT Semiconductor Holding, Inc. / COWEN AND COMPANY, LLC - COWEN AND COMPANY, LLC Passive Investment

SC 13G 1 gcts111224.htm COWEN AND COMPANY, LLC UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 GCT Semiconductor Holding, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 36170N107 (CUSIP Number) September 30, 2024 (Date of Event which Requires Filing of this Statement) Chec

JOINT FILING AGREEMENT

EX-99.1 2 d903690dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of GCT Semiconductor Holding, Inc. dated as of September 30, 2024, is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordan

GCTS / GCT Semiconductor Holding, Inc. / Harraden Circle Investments, LLC - SC 13G/A Passive Investment

SC 13G/A 1 d903690dsc13ga.htm SC 13G/A SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* GCT Semiconductor Holding, Inc. ** (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 36170N107 (CUSIP Number) September 30, 2024 (Date of Event Which Requires Filing of this State

GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 4 (to the Prospectus dated May 21, 2024)

Prospectus Supplement No. 4 Filed Pursuant to Rule 424(b)(3) File No. 333-279600 GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 4 (to the Prospectus dated May 21, 2024) This Prospectus Supplement No. 4 supplements and amends the prospectus dated May 21, 2024, as amended by Prospectus Supplement No. 1 dated July 1

GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 3 (to the Prospectus dated May 23, 2024)

Prospectus Supplement No. 3 Filed Pursuant to Rule 424(b)(3) File No. 333-278809 GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 3 (to the Prospectus dated May 23, 2024) This Prospectus Supplement No. 3 supplements and amends the prospectus dated May 23, 2024, Prospectus Supplement No. 1 dated August 15, 2024, and

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of Earliest Event Reported): September 26, 2024 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in Its Charter) 001-41013 (Commission File Number) Delaware 86-2171699 (State or Other Jurisd

Warrant to Purchase Common Stock of GCT Semiconductor Holding, Inc., issued September 26, 2024. (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8‑K, filed with the SEC on September 26, 2024).

Exhibit 4.1 THIS WARRANT AND THE WARRANT STOCK ISSUABLE UPON EXERCISE HEREUNDER, HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR ANY STATE SECURITIES LAWS, AND MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, HYPOTHECATED OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR UNLESS SUCH TRANSFER IS EXEMPT FROM TH

Securities Purchase Agreement, dated September 26, 2024, by and among GCT Semiconductor Holding, Inc. and Anapass, Inc.

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of September 26, 2024, by and between GCT Semiconductor Holding, Inc., a Delaware corporation (the “Company”), and the investor identified on the signature page hereto (the “Purchaser”). The Company and the Purchaser are sometimes referred to herein as the “Parties.” RECITALS A. The Company

GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 2 (to the Prospectus dated May 23, 2024)

Prospectus Supplement No. 2 Filed Pursuant to Rule 424(b)(3) File No. 333-278809 GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 2 (to the Prospectus dated May 23, 2024) This Prospectus Supplement No. 2 supplements and amends the prospectus dated May 23, 2024 and Prospectus Supplement No. 1 dated August 15, 2024 (

GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 3 (to the Prospectus dated May 21, 2024)

Prospectus Supplement No. 3 Filed Pursuant to Rule 424(b)(3) File No. 333-279600 GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 3 (to the Prospectus dated May 21, 2024) This Prospectus Supplement No. 3 supplements and amends the prospectus dated May 21, 2024, as amended by Prospectus Supplement No. 1 dated July 1

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 21, 2024 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41013 86-2171699 (State or other jurisdiction of incorporation) (Co

GCT Semiconductor Holding, Inc. Amended and Restated Executive Retention Plan (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on August 26, 2024).

Exhibit 10.1 GCT SEMICONDUCTOR HOLDING, INC. EXECUTIVE RETENTION PLAN The GCT Semiconductor Holding, Inc. Executive Retention Plan (the “Plan”) is hereby adopted effective as of August 21, 2024. The Plan is designed to provide severance payments and benefits to a select group of management or highly compensated employees in the event of their termination of employment under the circumstances descr

GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 1 (to the Prospectus dated May 23, 2024)

Prospectus Supplement No. 1 Filed Pursuant to Rule 424(b)(3) File No. 333-278809 GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 1 (to the Prospectus dated May 23, 2024) This Prospectus Supplement No. 1 supplements and amends the prospectus dated May 23, 2024 (the “Prospectus”), relating to the issuance of an aggr

GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 2 (to the Prospectus dated May 21, 2024)

Prospectus Supplement No. 2 Filed Pursuant to Rule 424(b)(3) File No. 333-279600 GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 2 (to the Prospectus dated May 21, 2024) This Prospectus Supplement No. 2 supplements and amends the prospectus dated May 21, 2024, as amended by Prospectus Supplement No. 1 dated July 1

GCT Semiconductor Holding, Inc. Reports Second Quarter 2024 Financial Results

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

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): August 14, 2024 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41013 86-2171699 (State or other jurisdiction of incorporation) (Co

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

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 June 30, 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.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2024 GCT Semiconductor H

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): July 10, 2024 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41013 86-2171699 (State or other jurisdiction of incorporation) (Comm

GCT Semiconductor and Kyocera sign development and partnership agreement for collaboration on a 5G reference platform for CPE devices New 5G reference platform aims to accelerate GCT’s development of 5G mmWave CPE devices for its 5G customers

Exhibit 99.1 GCT Semiconductor and Kyocera sign development and partnership agreement for collaboration on a 5G reference platform for CPE devices New 5G reference platform aims to accelerate GCT’s development of 5G mmWave CPE devices for its 5G customers SAN JOSE, CA – July 10, 2024 – GCT Semiconductor Holding Inc. (“GCT” or the “Company”) (NYSE: GCTS), a leading designer and supplier of advanced

GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 1 (to the Prospectus dated May 21, 2024)

Prospectus Supplement No. 1 Filed Pursuant to Rule 424(b)(3) File No. 333-279600 GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 Prospectus Supplement No. 1 (to the Prospectus dated May 21, 2024) This Prospectus Supplement No. 1 supplements and amends the prospectus dated May 21, 2024 (the “Prospectus”), relating to the sale from time to t

CNDB / Concord Acquisition Corp III / Radcliffe Capital Management, L.P. - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. 1) GCT Semiconductor Holding, Inc. [f/k/a Concord Acquisition Corp. III] (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Ti

As filed with the Securities and Exchange Commission on June 7, 2024

As filed with the Securities and Exchange Commission on June 7, 2024 Registration No.

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) GCT Semiconductor Holding, Inc.

GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040

GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 June 4, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Mr. Eranga Dias Re: GCT Semiconductor Holding, Inc. Registration Statement on Form S-1 Filed May 22, 2024 File No. 333-279600 Ladies and Gentlemen: I

GCT Semiconductor Holding, Inc. 35,970,732 Shares of Common Stock 6,580,000 Warrants to Purchase Common Stock Up to 26,724,001 Shares of Common Stock Issuable Upon Exercise of Warrants

Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-278809 PROSPECTUS GCT Semiconductor Holding, Inc. 35,970,732 Shares of Common Stock 6,580,000 Warrants to Purchase Common Stock Up to 26,724,001 Shares of Common Stock Issuable Upon Exercise of Warrants This prospectus relates to the issuance by us of an aggregate of up to 26,724,001 shares of our common stock, $0.0001 par val

GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040

GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, California 95131 (408) 434-6040 May 31, 2024 VIA EDGAR Securities and Exchange Commission Division of Corporation Finance 100 F. Street, N.E. Washington, D.C. 20549 Attention: Mr. Eranga Dias Re: GCT Semiconductor Holding, Inc. Registration Statement on Form S-1 Filed April 19, 2024 File No. 333-278809 Ladies and Gentlemen:

As filed with the Securities and Exchange Commission on May 23, 2024.

Table of Contents As filed with the Securities and Exchange Commission on May 23, 2024.

* * *

May 23, 2024 VIA EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.

As filed with the Securities and Exchange Commission on May 21, 2024.

Table of Contents As filed with the Securities and Exchange Commission on May 21, 2024.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) GCT Semiconductor Holding, Inc.

Amendment No 1 to Common Stock Purchase Agreement, dated May 21, 2024, by and between GCT Semiconductor Holding, Inc. and B. Riley Principal Capital II, LLC (incorporated by reference to Exhibit 10.25 to the Registrant’s Registration Statement on Form S-1 filed with the SEC on May 22, 2024).

Exhibit 10.25 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT THIS AMENDMENT NO. 1 TO COMMON STOCK PURCHASE AGREEMENT, is made, entered into and effective as of this 21st day of May 2024, by and among B. Riley Principal Capital II, LLC and GCT Semiconductor Holding, Inc. that are parties to that certain common stock purchase agreement, dated as of April 23, 2024 (the “Original Agreement”). All

As filed with the Securities and Exchange Commission on May 17, 2024.

Table of Contents As filed with the Securities and Exchange Commission on May 17, 2024.

* * *

May 17, 2024 VIA EDGAR SUBMISSION Securities and Exchange Commission Division of Corporation Finance Office of Manufacturing 100 F Street, NE Washington, D.

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): May 14, 2024 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41013 86-2171699 (State or other jurisdiction of incorporation) (Commi

Foundry Product Development Agreement, dated February 26, 2024, by and between GCT Semiconductor, Inc. and Alpha Holdings Co., Ltd. (incorporated by reference to Exhibit 10.4 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 14, 2024)

Exhibit 10.4 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Foundry Product Development Agreement This Foundry Product Development Agreement (the “Development Agreement”) is made and entered into, as of Februa

Employment Agreement, dated March 8, 2024, by and between GCT Semiconductor, Inc. and Edmond Cheng, Chief Financial Officer of the Registrant (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 14, 2024).

Exhibit 10.1 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. GCT Semiconductor, Inc.2290 N. First st. suite 201, San Jose, CA 95131 Tel. 408.434.6040 Fax.408.4346050 March 6, 2024 Edmond Cheng [***] RE: Employm

Letter Agreement to Sponsor Support Agreement, dated March 26, 2024, by and among GCT Semiconductor, Inc., Concord Acquisition Corp III, GCT Semiconductor, Inc., Concord Sponsor Group III LLC and CA2 Co-Investment LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 14, 2024).

Exhibit 10.2 March 26, 2024 Re: Sponsor Earnout Ladies and Gentlemen: Reference is made to that certain Sponsor Support Agreement (as the same has been or may be amended, modified, supplemented, or waived from time to time, the "Sponsor Support Agreement"), dated as of November 2, 2023, by and among Concord Sponsor Group III LLC, a Delaware limited liability company ("Sponsor"), CA2 Co-Investment

Convertible Promissory Note, dated February 26, 2024, by and between GCT Semiconductor, Inc. and Gogo Business Aviation LLC, a Delaware limited liability company (incorporated by reference to Exhibit 10.3 to the Registrant’s Quarterly Report on Form 10-Q, filed with the SEC on May 14, 2024).

Exhibit 10.3 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. THE SECURITIES EVIDENCED HEREBY HAVE NOT BEEN REGISTERED OR QUALIFIED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “SECURITIES ACT”) OR THE SECU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 FORM 10-Q

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.

GCT Semiconductor Holding, Inc. Reports First Quarter 2024 Financial Results

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 Opera

GCTS / GCT Semiconductor Holding, Inc. / Anapass, Inc. Passive Investment

SC 13G/A 1 sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* GCT Semiconductor Holding, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 36170N107 (CUSIP Number) March 26, 2024 (Date of Event Which Requires Filing of this Statement) Check the app

GCTS / GCT Semiconductor Holding, Inc. / Global Coretech Growth Fund 1 Passive Investment

SC 13G/A 1 schedule13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* GCT Semiconductor Holding, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 36170N107 (CUSIP Number) April 17, 2024 (Date of Event Which Requires Filing of this Statement) Check the

Common Stock Purchase Agreement, dated April 23, 2024 by and between GCT Semiconductor Holding, Inc. and B. Riley Principal Capital II, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 24, 2024).

Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT Dated as of April 23, 2024 by and between GCT SEMICONDUCTOR HOLDING, INC. and B. RILEY PRINCIPAL CAPITAL II, LLC Table of Contents Page Article I DEFINITIONS 2 Article II PURCHASE AND SALE OF COMMON STOCK 2 Section 2.1. Purchase and Sale of Stock 2 Section 2.2. Closing Date; Settlement Dates 2 Section 2.3. Initial Public Announcements and Required Filin

Registration Rights Agreement, dated April 23, 2024 by and between GCT Semiconductor Holding, Inc. and B. Riley Principal Capital II, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 24, 2024).

Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT This REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of April 23, 2024, is by and between B. Riley Principal Capital II, LLC, a Delaware limited liability company (the “Investor”), and GCT Semiconductor Holding, Inc., a Delaware corporation (the “Company”). RECITALS A.       The Company and the Investor have entered into that certain Common Sto

Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 23, 2024 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41013 86-2171699 (State or other jurisdiction of incorporation) (Com

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) GCT Semiconductor Holding, Inc.

As filed with the Securities and Exchange Commission on April 18, 2024.

Table of Contents As filed with the Securities and Exchange Commission on April 18, 2024.

Letter from Marcum LLP to the SEC, dated April 8, 2024 (incorporated by reference to Exhibit 16.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 8, 2024)

Exhibit 16.1 April 8, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by GCT Semiconductor Holding, Inc. (f/k/a Concord Acquisition Corp III) under Item 4.01 of its Form 8-K dated April 4, 2024. We agree with the statements concerning our Firm in such Form 8-K; we are not in a position to agree or disagree with other s

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): April 4, 2024 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41013 86-2171699 (State or other jurisdiction of incorporation) (Comm

The description of the GCT Semiconductor Holding, Inc.’s securities on Form 8-A/A, filed with the Commission on April 5, 2024.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-A/A (Amendment No. 1) FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES PURSUANT TO SECTION 12(b) OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934 GCT Semiconductor Holding, Inc. (Exact name of registrant as specified in its charter) Delaware 2290 North 1st Street, Suite 201 86-2171699 (State of incorporation) San Jose, CA

Global Coretech Growth Fund 1

SC 13G 1 schedule13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GCT Semiconductor Holding, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 36170N107 (CUSIP Number) March 26, 2024 (Date of Event Which Requires Filing of this Statement) Check the ap

Anapass, Inc.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* GCT Semiconductor Holding, Inc. (Name of Issuer) Common Stock, par value $0.0001 per share (Title of Class of Securities) 36170N107 (CUSIP Number) March 26, 2024 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designat

GCT Semiconductor Appoints Nelson C. Chan to Board of Directors

Exhibit 99.4 GCT Semiconductor Appoints Nelson C. Chan to Board of Directors SAN JOSE, CA – April 1, 2024 – GCT Semiconductor Holding, Inc. (“GCT” or the “Company”) (NYSE: GCTS), a leading designer and supplier of advanced 5G and 4G semiconductor solutions, today announced the appointment of Nelson C. Chan to its Board of Directors, effective March 26, 2024. “We are pleased to welcome Nelson Chan

GCT 2024 Employee Stock Purchase Plan (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 1, 2024).

Exhibit 10.4 I. PURPOSE OF THE PLAN The Plan is intended to promote the interests of the Company by providing eligible employees of a Participating Company with the opportunity to acquire a proprietary interest in the Company through payroll deductions. The Company intends that the Plan qualify as an “employee stock purchase plan” under Code Section 423 for one or more specified offerings made und

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Exhibit 99.3 UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION Unless otherwise indicated or the context otherwise requires, references to: (a) “New GCT” refers to Concord III and its consolidated subsidiaries after giving effect to the Business Combination, (b) “Legacy GCT” refers to GCT Semiconductor, Inc., a Delaware corporation, prior to the Closing and (c) “Concord III” refers to C

Second Amended and Restated Certificate of Incorporation of GCT Semiconductor Holding, Inc., dated as of March 26, 2024 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 1, 2024).

Exhibit 3.1 Delaware The First State Page 1 5165196 8100 Authentication: 203116501 SR# 20241176220 Date: 03-26-24 You may verify this certificate online at corp.delaware.gov/authver.shtml I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE RESTATED CERTIFICATE OF “CONCORD ACQUISITION CORP III”, CHANGING ITS NAME FROM

Registration Rights Agreement by and among GCT Semiconductor Holding, Inc., and certain security holders of GCT Semiconductor Holding, Inc., dated as of March 26, 2024 (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 1, 2024).

Exhibit 10.1 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [date], by and among GCT Semiconductor Holding, Inc., a Delaware corporation (“Pubco”) and the undersigned parties listed as “Investors” on the signature page hereto (each an “Investor” and, collectively, the “Investors”). WHEREAS, Concord Acquisition Corp III, a Delaware corporati

GCT Semiconductor, Inc. Consolidated Financial Statements December 31, 2023 and 2022 GCT Semiconductor, Inc.

Exhibit 99.2 GCT Semiconductor, Inc. Consolidated Financial Statements December 31, 2023 and 2022 GCT Semiconductor, Inc. Contents Page(s) Independent Auditors’ Report 2 Consolidated Financial Statements: Consolidated Balance Sheets 3 Consolidated Statements of Operations 4 Consolidated Statements of Comprehensive Loss 5 Consolidated Statements of Redeemable Convertible Preferred Stock and Stockho

GCT 2024 Incentive Award Plan (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 1, 2024).

Exhibit 10.3 GCT SEMICONDUCTOR HOLDING, INC. 2024 OMNIBUS INCENTIVE COMPENSATION PLAN I THE PURPOSE OF THE PLAN The Plan is intended to promote the interests of the Company by providing eligible persons in the Company’s service (or the service of a Subsidiary or Parent) with the opportunity to acquire a proprietary interest, or otherwise increase their proprietary interest, in the Company, or rece

Regulation FD Disclosure, Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Change in Shell Company Status, Entry into a Material Definitive Agreement, Material Modification to Rights of Security Holders, Unregistered Sales of Equity Securities, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): March 26, 2024 GCT Semiconductor Holding, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-41013 86-2171699 (State or other jurisdiction of incorporation) (Com

GCT Semiconductor Becomes a Publicly Traded Company After Completing Business Combination with Concord Acquisition Corp III, Will Commence Trading on NYSE Under Ticker Symbol “GCTS”

Exhibit 99.1 PRESS RELEASE GCT Semiconductor Becomes a Publicly Traded Company After Completing Business Combination with Concord Acquisition Corp III, Will Commence Trading on NYSE Under Ticker Symbol “GCTS” · Transaction values GCT at a pro forma enterprise value of approximately $461 million at closing · Pro forma valuation of GCT of up to approximately $667 million, which includes up to 20.6 m

List of Subsidiaries (incorporated by reference to Exhibit 21.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 1, 2024).

Exhibit 21.1 Subsidiaries of the Registrant Entity Name Jurisdiction of Organization GCT Semiconductor, Inc. Delaware GCT Research, Inc. Korea GCT Asia Pacific, Inc. Korea MTH, Inc. Korea

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 1, 2024).

Exhibit 10.5 INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of [date] between GCT Semiconductor Holding, Inc., a Delaware corporation (the “Company”), and [name] (“Indemnitee”). WITNESSETH THAT: WHEREAS, highly competent persons have become more reluctant to serve corporations as directors and/or officers or in other capacities unless they ar

Amended and Restated Bylaws of GCT Semiconductor Holding, Inc., dated as of March 26, 2024 (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 1, 2024).

Exhibit 3.2 GCT SEMICONDUCTOR HOLDING, INC. AMENDED AND RESTATED BY-LAWS Article I. - General. 1.1. Registered Offices. The registered office of GCT Semiconductor Holding, Inc. (the “Corporation”) shall be at 1013 Centre Road, in the City of Wilmington, County of New Castle, State of Delaware. The Corporation may also have offices at such other places both within and without the State of Delaware

Form of Lock up Agreement (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 1, 2024).

Exhibit 10.2 LOCK-UP AGREEMENT March [ ], 2024 GCT Semiconductor Holding, Inc. 2290 North 1st Street, Suite 201 San Jose, CA 95131 Attention: John Schlaefer Re: Lock-Up Agreement for Company Shares Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with that certain Business Combination Agreement, dated as of November 2, 2023, by and among Concord A

EX-99.25

NOTIFICATION OF THE REMOVAL FROM LISTING AND REGISTRATION OF THE STATED SECURITIES The New York Stock Exchange hereby notifies the SEC of its intention to remove the entire class of the stated securities from listing and registration on the Exchange at the opening of business on April 08, 2024, pursuant to the provisions of Rule 12d2-2 (a).

GCT Semiconductor Announces Appointment of Edmond Cheng as Chief Financial Officer

Filed by Concord Acquisition Corp III pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Concord Acquisition Corp III Commission File No.

CNDB / Concord Acquisition Corp III / Meteora Capital, LLC Passive Investment

SC 13G/A 1 meteoracndb022924a1.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Concord Acquisition Corp III (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 20607V106 (CUSIP Number) February 29, 2024 (Date of Event Which Requires Filing of this Stat

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 SECTI

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 AC

CONCORD ACQUISITION CORP III (“the Company”) CLAWBACK POLICY

Exhibit 97.1 CONCORD ACQUISITION CORP III (“the Company”) CLAWBACK POLICY Introduction The Board of Directors of the Company (the “Board”) believes that it is in the best interests of the Company and its stockholders to create and maintain a culture that emphasizes integrity and accountability. The Board has therefore adopted this policy which provides for the recoupment of certain executive compe

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): February 27, 2024 Concord Acquisition Corp III (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41013 (Commission Fil

GCT Semiconductor and Concord Acquisition Corp III Announce Effectiveness of Registration Statement on Form S-4 Special Meeting of Stockholders Set for February 27, 2024

Filed by Concord Acquisition Corp III pursuant to Rule 425 under the Securities Act of 1933 and deemed filed pursuant to Rule 14a-12 under the Securities Exchange Act of 1934 Subject Company: Concord Acquisition Corp III Commission File No.

CNDB / Concord Acquisition Corp III / Meteora Capital, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 Schedule 13G Under the Securities Exchange Act of 1934 (Amendment No.

CNDB.U / Concord Acquisition Corp III U Units, each consisting of one share of Class A Common Stock and one-half of one Warrant / 683 Capital Management, LLC - 683 CAPITAL MANAGEMENT, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Concord Acquisition Corp III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 20607V205 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Check the appropriate box to

CNDB / Concord Acquisition Corp III / Walleye Capital LLC - SC 13G Passive Investment

SC 13G 1 ef20021655sc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Concord Acquisition Corp III (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 20607V106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statem

CNDB / Concord Acquisition Corp III / RIVERNORTH CAPITAL MANAGEMENT, LLC Passive Investment

SC 13G 1 fp0087161-17sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* Concord Acquisition Corp III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securiti

CNDB / Concord Acquisition Corp III / MOORE CAPITAL MANAGEMENT, LP Passive Investment

SC 13G 1 formsc13g-concord.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Concord Acquisition Corp III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 20607V106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement

PROXY STATEMENT FOR THE SPECIAL MEETING OF CONCORD ACQUISITION CORP III PROSPECTUS FOR 54,860,842 SHARES OF CLASS A COMMON STOCK OF CONCORD ACQUISITION CORP III (WHICH WILL BE RENAMED GCT SEMICONDUCTOR HOLDING, INC.)

TABLE OF CONTENTS  Filed Pursuant to Rule 424(b)(3)  Registration No. 333-275522 PROXY STATEMENT FOR THE SPECIAL MEETING OF CONCORD ACQUISITION CORP III PROSPECTUS FOR 54,860,842 SHARES OF CLASS A COMMON STOCK OF CONCORD ACQUISITION CORP III (WHICH WILL BE RENAMED GCT SEMICONDUCTOR HOLDING, INC.) Dear Concord Acquisition Corp III Stockholders: On November 2, 2023, Concord Acquisition Corp III, a D

Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY,

EX-99.A 2 d705364dex99a.htm EX-99.A Exhibit A Lists of the relevant subsidiaries Subsidiary Principal business office Classification Mizuho Bank, Ltd 1–5–5, Otemachi, Chiyoda–ku, Tokyo 100–8176, Japan A non-U.S. institution equivalent to Bank Mizuho Americas LLC 1271 Avenue of the Americas, NY, NY 10020, USA A parent holding company Mizuho Securities USA LLC 1271 Avenue of the Americas, NY, NY 100

CNDB / Concord Acquisition Corp III / MIZUHO FINANCIAL GROUP INC - SC 13G Passive Investment

SC 13G 1 d705364dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.  )* Concord Acquisition Corp III (Name of Issuer) Common Shares (Title of Class of Securities) 20607V106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to d

Power of Attorney

EX-99.B 3 d705364dex99b.htm EX-99.B Exhibit B Power of Attorney Pursuant to and in accordance with the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and the rules and regulations thereunder, the undersigned, in the undersigned capacity as an authorized representative of Mizuho Bank, Ltd., Mizuho Americas LLC and Mizuho Securities USA LLC (collectively, the “Companies”), hereby g

Concord Acquisition Corp III 477 Madison Avenue, 22nd Floor New York, New York 10022

Concord Acquisition Corp III 477 Madison Avenue, 22nd Floor New York, New York 10022 February 12, 2024 Securities and Exchange Commission Division of Corporate Finance 100 F Street, NE Washington, DC 20549 Attention: Eranga Dias Erin Purnell Re: Concord Acquisition Corp III Registration Statement on Form S-4 File No.

As filed with the Securities and Exchange Commission on February 9, 2024

Table of Contents As filed with the Securities and Exchange Commission on February 9, 2024 Registration Statement No.

February 9, 2024

February 9, 2024 Securities and Exchange Commission Office of Manufacturing Division of Corporation Finance 100 F Street NE Washington, D.

CNDB / Concord Acquisition Corp III / PERISCOPE CAPITAL INC. - SC 13G Passive Investment

SC 13G 1 d773447dsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.  )* Concord Acquisition Corp III (Name of Issuer) Class A common stock, par value $0.0001 per share (Title of Class of Securities) 20607V106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this State

CNDB / Concord Acquisition Corp III / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Concord Acquisition Corp III (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 20607V106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Chec

CNDB / Concord Acquisition Corp III / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

SC 13G/A 1 formsc13ga.htm FORM SC 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Concord Acquisition Corp III (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 20607V106 (CUSIP Number) December 31, 2023 (Date of Event which Requires Filing of this Statement) Chec

Consent of John Schlaefer to be named as a director.

Exhibit 99.2 Consent to be Named as a Director Nominee In connection with the filing by Concord Acquisition Corp III of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) Concord Acquisition Corp III (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Class A Common Stock, par value $0.

As filed with the Securities and Exchange Commission on January 31, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 31, 2024 Registration Statement No.

Consent of Kukjin Chun to be named as a director.

Exhibit 99.5 Consent to be Named as a Director Nominee In connection with the filing by Concord Acquisition Corp III of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the

Statement of Work, dated as of December 22, 2020, by and between Verizon Sourcing LLC and GCT Semiconductor, Inc. (incorporated by reference to Exhibit 10.20 to the Registrant’s Registration Statement on Form S-4, filed with the SEC on January 31, 2024) ‡

Exhibit 10.20 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. STATEMENT OF WORK VERIZON This Statement of Work (“SOW) is entered into by and between GCT Semiconductor, Inc, a Delaware corporation, having an off

Consent of Jeff Tuder to be named as a director.

Exhibit 99.7 Consent to be Named as a Director Nominee In connection with the filing by Concord Acquisition Corp III of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the

Consent of Hyunsoo Shin to be named as a director.

Exhibit 99.6 Consent to be Named as a Director Nominee In connection with the filing by Concord Acquisition Corp III of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the

General Services Agreement, dated as of December 20, 2019, by and between Verizon Sourcing LLC and GCT Semiconductor, Inc. (incorporated by reference to Exhibit 10.19 to the Registrant’s Registration Statement on Form S-4, filed with the SEC on January 31, 2024) ‡

Exhibit 10.19 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. General Services Agreement Between Verizon Sourcing LLC And GCT Semiconductor, Inc. Verizon Proprietary and Confidential TABLE OF CONTENTS Page 1. T

JOINT FILING AGREEMENT

EX-99.1 2 d643720dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Concord Acquisition Corp III dated as of January 31, 2024 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance wit

CNDB / Concord Acquisition Corp III / Harraden Circle Investments, LLC - SC 13G Passive Investment

SC 13G 1 d643720dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Concord Acquisition Corp III 20607V106 (CUSIP Number) December 31, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule 13d-1(b) ☒

Consent of Robert Barker to be named as a director.

Exhibit 99.4 Consent to be Named as a Director Nominee In connection with the filing by Concord Acquisition Corp III of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the

Form of Preliminary Proxy Card to be used by the Registrant.

Exhibit 99.1 PRELIMINARY Proxy Card concord Acquisition Corp iii THIS PROXY IS SOLICITED BY THE BOARD OF DIRECTORS FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON February 27, 2024 The undersigned, revoking any previous proxies relating to these shares, hereby acknowledges receipt of the Notice and Proxy Statement, dated February , 2024, in connection with the Special Meeting of Stockholders

January 31, 2024

January 31, 2024 Securities and Exchange Commission Office of Manufacturing Division of Corporation Finance 100 F Street NE Washington, D.

Consent of Kyeongho Lee to be named as a director.

Exhibit 99.3 Consent to be Named as a Director Nominee In connection with the filing by Concord Acquisition Corp III of the Registration Statement on Form S-4 (the “Registration Statement”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), I hereby consent, pursuant to Rule 438 of the Securities Act, to being named as a nominee to the

Regulation FD Disclosure, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): January 19, 2024 Concord Acquisition Corp III (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41013 (Commission File

Concord Acquisition Corp III Receives Noncompliance Notification from the New York Stock Exchange Regarding Minimum Public Stockholders

Exhibit 99.1 Concord Acquisition Corp III Receives Noncompliance Notification from the New York Stock Exchange Regarding Minimum Public Stockholders New York, New York, January 25, 2024 — Concord Acquisition Corp III (the “Company”) announced it had received a notification dated January 19, 2024 (the “Notice”) from the New York Stock Exchange (the “NYSE”) informing the Company that, because the nu

CNDB / Concord Acquisition Corp III / HIGHBRIDGE CAPITAL MANAGEMENT LLC - CONCORD ACQUISITION CORP III Passive Investment

SC 13G/A 1 p24-0166sc13ga.htm CONCORD ACQUISITION CORP III SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 3)* Concord Acquisition Corp III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 20607V106 (CUSIP Number) December 31, 2023 (Date of event which requires filing

As filed with the Securities and Exchange Commission on January 10, 2024

TABLE OF CONTENTS As filed with the Securities and Exchange Commission on January 10, 2024 Registration Statement No.

Master Foundry Product Development Agreement, dated as of July 31, 2020, between GCT Semiconductor, Inc., GCT Research, Inc. and Samsung Electronics Co., Ltd. (incorporated by reference to Exhibit 10.17 to the Registrant’s Registration Statement on Form S-4, filed with the SEC on January 31, 2024) ‡

Exhibit 10.17 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. MASTER FOUNDRY PRODUCT DEVELOPMENT AGREEMENT between GCT Semiconductor, Inc. GCT Research, Inc. and SAMSUNG ELECTRONICS CO., LTD. Page : 1 of 22 MAS

Project Statement, dated as of July 31, 2020, between GCT Semiconductor, Inc., GCT Research, Inc. and Samsung Electronics Co., Ltd. (incorporated by reference to Exhibit 10.18 to the Registrant’s Registration Statement on Form S-4, filed with the SEC on January 31, 2024) ‡

Exhibit 10.18 CERTAIN INFORMATION CONTAINED IN THIS EXHIBIT, MARKED BY [***], HAS BEEN EXCLUDED FROM THIS EXHIBIT BECAUSE THE REGISTRANT HAS DETERMINED THAT IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. Project Statement for Product [***] This Project Statement (“Project Statement”) is entered into as of July 31, 2020 (“Project Statement Effective D

January 10, 2024

January 10, 2024 Securities and Exchange Commission Office of Trade & Services Division of Corporation Finance 100 F Street NE Washington, D.

CNDB / Concord Acquisition Corp III / Sea Otter Advisors LLC - AMENDMENT NO. 1 Passive Investment

SC 13G/A 1 g1228233sc13ga1.htm AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1 )* CONCORD ACQUISITION CORP III (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 20607V106 (CUSIP Number) 12/19`/2023 (Date of Event Which Requires Filing of This Stateme

CNDB / Concord Acquisition Corp III / Sea Otter Advisors LLC Passive Investment

SC 13G 1 g1220236sc13g.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* CONCORD ACQUISITION CORP III (Name of Issuer) CLASS A COMMON STOCK, PAR VALUE $0.0001 (Title of Class of Securities) 20607V106 (CUSIP Number) 11/01/2023 (Date of Event Which Requires Filing of This Statement) Check the appropria

As filed with the Securities and Exchange Commission on December 21, 2023

Table of Contents As filed with the Securities and Exchange Commission on December 21, 2023 Registration Statement No.

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) Concord Acquisition Corp III (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Class A Common Stock, par value $0.

December 21, 2023

December 21, 2023 Securities and Exchange Commission Office of Trade & Services Division of Corporation Finance 100 F Street NE Washington, D.

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 ☐ TRANSITION REPORT PURSUANT

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 (Ex

Filing Fee Table

Exhibit 107 Calculation of Filing Fee Table Form S-4 (Form Type) Concord Acquisition Corp III (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Class A Common Stock, par value $0.

As filed with the Securities and Exchange Commission on November 13, 2023

Table of Contents As filed with the Securities and Exchange Commission on November 13, 2023 Registration Statement No.

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Concord Acquisition Corp III, dated November 7, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 13, 2023).

Exhibit 3.1 certificate of amendment TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CONCORD ACQUISITION CORP III November 7, 2023 Concord Acquisition Corp III, a corporation organized and existing under the laws of the State of Delaware (the "Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Concord Acquisition Corp III” The original certificate of inco

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 7, 2023 Concord Acquisition Corp III (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41013 (Commission File

JOINT FILING AGREEMENT

EX-99.1 2 d547429dex991.htm EX-99.1 Exhibit 99.1 JOINT FILING AGREEMENT The undersigned hereby agree that the statement on Schedule 13G with respect to the Units of Concord Acquisition Corp III dated as of November 9, 2023 is, and any amendments thereto (including amendments on Schedule 13D) signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance wit

CNDB / Concord Acquisition Corp III - Class A / Harraden Circle Investments, LLC - SC 13G Passive Investment

SC 13G 1 d547429dsc13g.htm SC 13G SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Concord Acquisition Corp III 20607V106 (CUSIP Number) November 3, 2023 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: ☐ Rule 13d-1(b) ☒

Form of Registration Rights Agreement.

Exhibit 10.1 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [date], by and among GCT Semiconductor Holding, Inc., a Delaware corporation (“Pubco”) and the undersigned parties listed as “Investors” on the signature page hereto (each an “Investor” and, collectively, the “Investors”). WHEREAS, Concord Acquisition Corp III, a Delaware corporati

Form of PIPE Subscription Agreement.

Exhibit 10.3 Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 2nd day of November, 2023, by and among Concord Acquisition Corp III, a Delaware corporation (the “Company”), GCT Semiconductor, Inc., a Delaware corporation (“Target”), and the party identified as the “Subscriber” on the signature page hereto (the “Subscriber” and

Form of Lock-Up Agreement.

Exhibit 10.2 FORM OF LOCK-UP AGREEMENT [date] [Shareholder/Sponsor] Re: Lock-Up Agreement for Company Shares Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with that certain Business Combination Agreement, dated as of November 2, 2023 (this “Agreement”), by and among Concord Acquisition Corp III, a Delaware corporation (“SPAC”), Gibraltar Merger

Stockholder Support Agreement, dated as of November 2, 2023, by and among Concord Acquisition Corp III and certain stockholders of GCT Semiconductor, Inc.

Exhibit 10.5 EXECUTION VERSION STOCKHOLDER SUPPORT AGREEMENT STOCKHOLDER SUPPORT AGREEMENT, dated as of November 2, 2023 (this “Agreement”), by and among Concord Acquisition Corp III, a Delaware corporation (“SPAC”), GCT Semiconductor, Inc., a Delaware corporation (the “Company”), and certain of the stockholders of the Company whose names appear on the signature pages of this Agreement (each, a “S

Stockholder Support Agreement, dated as of November 2, 2023, by and among Concord Acquisition Corp III and certain stockholders of GCT Semiconductor, Inc. (incorporated by reference to Exhibit 10.5 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 8, 2023).

Exhibit 10.5 EXECUTION VERSION STOCKHOLDER SUPPORT AGREEMENT STOCKHOLDER SUPPORT AGREEMENT, dated as of November 2, 2023 (this “Agreement”), by and among Concord Acquisition Corp III, a Delaware corporation (“SPAC”), GCT Semiconductor, Inc., a Delaware corporation (the “Company”), and certain of the stockholders of the Company whose names appear on the signature pages of this Agreement (each, a “S

Sponsor Support Agreement, dated as of November 2, 2023, by and among Concord Acquisition Corp III, GTC Semiconductor, Inc., Concord Sponsor Group III LLC and CA2 Co-Investment LLC.

Exhibit 10.4 EXECUTION VERSION SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT, dated as of November 2, 2023 (this “Agreement”), by and among Concord Sponsor Group III LLC, a Delaware limited liability company (“Sponsor”), CA2 Co-Investment LLC, a Delaware limited liability company (“CA2” and, together with Sponsor, the “Sponsor Parties”), Concord Acquisition Corp III, a Delaware corporat

Business Combination Agreement, dated as of November 2, 2023, by and among the Registrant, Merger Sub and GCT Semiconductor, Inc. (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 8, 2023).

Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among Concord Acquisition Corp III, Gibraltar Merger Sub Inc., and GCT Semiconductor, Inc. Dated as of November 2, 2023 Table of Contents Page Article I. DEFINITIONS 3 Section 1.01 Certain Definitions 3 Section 1.02 Further Definitions 16 Section 1.03 Construction 19 Article II. AGREEMENT AND PLAN OF MERGER 20 Section 2.01 The Mer

Sponsor Support Agreement, dated as of November 2, 2023, by and among Concord Acquisition Corp III, GCT Semiconductor, Inc., Concord Sponsor Group III LLC and CA2 Co-Investment LLC (incorporated by reference to Exhibit 10.4 to the Registrant’s Current Report on Form 8-K, filed with the SEC on November 8, 2023).

Exhibit 10.4 EXECUTION VERSION SPONSOR SUPPORT AGREEMENT This SPONSOR SUPPORT AGREEMENT, dated as of November 2, 2023 (this “Agreement”), by and among Concord Sponsor Group III LLC, a Delaware limited liability company (“Sponsor”), CA2 Co-Investment LLC, a Delaware limited liability company (“CA2” and, together with Sponsor, the “Sponsor Parties”), Concord Acquisition Corp III, a Delaware corporat

Form of PIPE Subscription Agreement (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 8, 2023).

Exhibit 10.3 Execution Version SUBSCRIPTION AGREEMENT This SUBSCRIPTION AGREEMENT (this “Subscription Agreement”) is entered into this 2nd day of November, 2023, by and among Concord Acquisition Corp III, a Delaware corporation (the “Company”), GCT Semiconductor, Inc., a Delaware corporation (“Target”), and the party identified as the “Subscriber” on the signature page hereto (the “Subscriber” and

Form of Lock-Up Agreement

Exhibit 10.2 FORM OF LOCK-UP AGREEMENT [date] [Shareholder/Sponsor] Re: Lock-Up Agreement for Company Shares Ladies and Gentlemen: This letter (this “Letter Agreement”) is being delivered to you in accordance with that certain Business Combination Agreement, dated as of November 2, 2023 (this “Agreement”), by and among Concord Acquisition Corp III, a Delaware corporation (“SPAC”), Gibraltar Merger

Form of Registration Rights Agreement

Exhibit 10.1 FORM OF REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of [date], by and among GCT Semiconductor Holding, Inc., a Delaware corporation (“Pubco”) and the undersigned parties listed as “Investors” on the signature page hereto (each an “Investor” and, collectively, the “Investors”). WHEREAS, Concord Acquisition Corp III, a Delaware corporati

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 2, 2023 Concord Acquisit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 2, 2023 Concord Acquisition Corp III (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41013 (Commission File

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 2, 2023 Concord Acquisition Corp III (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41013 (Commission File

Business Combination Agreement, dated as of November 2, 2023, by and among Concord Acquisition Corp III, GTC Semiconductor, Inc. and Gibraltar Merger Sub Inc.

Exhibit 2.1 EXECUTION VERSION BUSINESS COMBINATION AGREEMENT by and among Concord Acquisition Corp III, Gibraltar Merger Sub Inc., and GCT Semiconductor, Inc. Dated as of November 2, 2023 Table of Contents Page Article I. DEFINITIONS 3 Section 1.01 Certain Definitions 3 Section 1.02 Further Definitions 16 Section 1.03 Construction 19 Article II. AGREEMENT AND PLAN OF MERGER 20 Section 2.01 The Mer

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 3, 2023 Concord Acquisit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 3, 2023 Concord Acquisition Corp III (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41013 (Commission File

GCT Semiconductor, Inc. GCT Semiconductor, Inc. Investor Presentation November 2023

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”)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 3, 2023 Concord Acquisit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 3, 2023 Concord Acquisition Corp III (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41013 (Commission File

GCT Semiconductor to Become Publicly Listed via Merger with Concord Acquisition Corp III, Enhancing the 5G Silicon Ecosystem

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

GCT Semiconductor, Inc. GCT Semiconductor, Inc. Investor Presentation November 2023

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”)

GCT Semiconductor to Become Publicly Listed via Merger with Concord Acquisition Corp III, Enhancing the 5G Silicon Ecosystem

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

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 2, 2023 Concord Acquisition Corp III (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41013 (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 2, 2023 Concord Acquisit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 2, 2023 Concord Acquisition Corp III (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41013 (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 31, 2023 Concord Acquisit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 31, 2023 Concord Acquisition Corp III (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41013 (Commission File

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 31, 2023 Concord Acquisition Corp III (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41013 (Commission File

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 30, 2023 Concord Acquisition Corp III (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41013 (Commission File

Form of Non-Redemption Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 30, 2023).

Exhibit 10.1 NON-REDEMPTION AGREEMENT This Non-Redemption Agreement (this “Agreement”) is entered into as of [·], 2023, by and among Concord Acquisition Corp III, a Delaware corporation (“SPAC”), Concord Sponsor Group III LLC, a Delaware limited liability company (“Sponsor”), and the undersigned investor (“Investor”). RECITALS WHEREAS, SPAC expects to hold a special meeting of stockholders (the “M

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 25, 2023 Concord Acquisition Corp III (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41013 (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 25, 2023 Concord Acquisit

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): October 25, 2023 Concord Acquisition Corp III (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41013 (Commission File

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

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 ☐ TRANSITION REPORT PURSUANT TO S

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 n

CNDB / Concord Acquisition Corp III - Class A / Dryden Capital, LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(b) (AMENDMENT NO. 0)* Concord Acquisition Corp III (Name of Issuer) Class A ordinary share, par value $0.0001 per share (Title of Class of Securities) 20607V106 (CUSIP Number)

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 ☐ TRANSITION REPORT PURSUANT TO

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

CNDB / Concord Acquisition Corp III - Class A / Radcliffe Capital Management, L.P. - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G* (Rule 13d-102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c), AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2 (Amendment No. ) Concord Acquisition Corp. III (Name of Issuer) Class A Common Stock, $0.0001 par value per share (Title of Class of Securities) 20607V106 (CU

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 4, 2023 Concord Acquisition C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): May 4, 2023 Concord Acquisition Corp III (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41013 (Commission File Numb

Certificate of Amendment to the Amended and Restated Certificate of Incorporation of Concord Acquisition Corp III, dated May 4, 2023 (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on May 8, 2023).

Exhibit 3.1 certificate of amendment TO THE AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CONCORD ACQUISITION CORP III May 4, 2023 Concord Acquisition Corp III, a corporation organized and existing under the laws of the State of Delaware (the "Corporation”), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is “Concord Acquisition Corp III” The original certificate of incorpora

Form of Non-Redemption Agreement and Assignment of Economic Interest

Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of April [●], 2023 by and among Concord Acquisition Corp III, a Delaware corporation (“CNDB”), Concord Sponsor Group III LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investor (“Investor”). RECI

Form of Non-Redemption Agreement and Assignment of Economic Interest (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 7, 2023).

Exhibit 10.1 NON-REDEMPTION AGREEMENT AND ASSIGNMENT OF ECONOMIC INTEREST This Non-Redemption Agreement and Assignment of Economic Interest (this “Agreement”) is entered as of April [●], 2023 by and among Concord Acquisition Corp III, a Delaware corporation (“CNDB”), Concord Sponsor Group III LLC, a Delaware limited liability company (the “Sponsor”), and the undersigned investor (“Investor”). RECI

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 6, 2023 Concord Acquisition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 6, 2023 Concord Acquisition Corp III (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41013 (Commission File Nu

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): April 6, 2023 Concord Acquisition Corp III (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-41013 (Commission File Nu

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: ¨ Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) x Definitive Proxy State

* * *

Jason T. Simon, Esq. Tel (703) 749-1300 [email protected] April 4, 2023 United States Securities and Exchange Commission Division of Corporation Finance 100 F Street, N.E. Washington, DC 20549 Attention: Stacie Gorman Jeffrey Gabor Re: Concord Acquisition Corp III Preliminary Proxy Statement on Schedule 14A Filed March 27, 2023 File No. 001-41013 Dear Ms. Gorman and Mr. Gabor: On behalf of Con

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. 1) Filed by the Registrantx Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Defin

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 Filed by the Registrant x Filed by a party other than the Registrant ¨ Check the appropriate box: x Preliminary Proxy Statement ¨ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) ¨ Definitive Proxy State

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 SECTI

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 AC

CNDB / Concord Acquisition Corp III - Class A / Saba Capital Management, L.P. - FORM SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Concord Acquisition Corp III (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 20607V106 (CUSIP Number) December 31, 2022 (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the r

CNDB / Concord Acquisition Corp III - Class A / Beryl Capital Management LLC Passive Investment

SC 13G/A 1 cndb13ga2022.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* Concord Acquisition Corp III (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 20607V106 (CUSIP Number) December 31, 2022 (Date of Event Which Requires Filing of this Statement) Check the

CNDB / Concord Acquisition Corp III - Class A / HIGHBRIDGE CAPITAL MANAGEMENT LLC - CONCORD ACQUISITION CORP III Passive Investment

SC 13G/A 1 p23-0343sc13ga.htm CONCORD ACQUISITION CORP III SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* Concord Acquisition Corp III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 20607V106 (CUSIP Number) December 31, 2022 (Date of event which requires filing

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, 2022 ☐ TRANSITION REPORT PURSUANT

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, 2022 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 (Ex

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, 2022 ☐ TRANSITION REPORT PURSUANT TO S

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

CNDB / Concord Acquisition Corp III - Class A / Saba Capital Management, L.P. - FORM SC 13G Passive Investment

SC 13G 1 formsc13g.htm FORM SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Concord Acquisition Corp III (Name of Issuer) Common Stock, $0.0001 par value (Title of Class of Securities) 20607V106 (CUSIP Number) May 19, 2022 (Date of Event which Requires Filing of this Statement) Check the appropr

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, 2022 ☐ TRANSITION REPORT PURSUANT TO

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Description of Securities of the Registrant.

Exhibit 4.5 CONCORD ACQUISITION CORP III DESCRIPTION OF SECURITIES As of the date of the Annual Report on Form 10-K for the year ended December 31, 2021 (the ?Report?) of Concord Acquisition Corp III, a Delaware corporation (?we,? ?us,? ?our? or ?the company?), of which this exhibit forms a part, the Company had the following three classes of securities registered under Section 12 of the Securitie

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 ☐ TRANSITION REPORT PURSUANT TO SECTI

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 ☐ 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 AC

CNDB / Concord Acquisition Corp III - Class A / Concord Sponsor Group III LLC - SC 13G Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Concord Acquisition Corp III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 20607V106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to

CNDB / Concord Acquisition Corp III - Class A / Beryl Capital Management LLC Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 1)* Concord Acquisition Corp III (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 20607V106 (CUSIP Number) December 31, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

HIGHBRIDGE CAPITAL MANAGEMENT LLC - CONCORD ACQUISITION CORP III

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* Concord Acquisition Corp III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 20607V106 (CUSIP Number) December 31, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate t

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, 2021 ☐ TRANSITION REPORT PURSUANT

Table of Contents ? ? UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

HIGHBRIDGE CAPITAL MANAGEMENT LLC - CONCORD ACQUISITION CORP III

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Concord Acquisition Corp III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 20607V205** (CUSIP Number) November 8, 2021 (Date of event which requires filing of this statement) Check the appropriate box to designate the

683 Capital Management, LLC

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G (RULE 13d - 102) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-1(b), (c) AND (d) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(b) (Amendment No. )* Concord Acquisition Corp III (Name of Issuer) Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) 20607V205** (CUSIP Number) November

Beryl Capital Management LLC

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* Concord Acquisition Corp III (Name of Issuer) Class A Common Stock, par value $0.0001 (Title of Class of Securities) 20607V2051 (CUSIP Number) November 4, 2021 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate

Financial Statements and Exhibits, Other Events

8-K 1 tm2132193d28k.htm FORM 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of report (Date of earliest event reported): November 8, 2021 Concord Acquisition Corp III (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorpor

CONCORD ACQUISITION CORP III INDEX TO FINANCIAL STATEMENT

Exhibit 99.1 CONCORD ACQUISITION CORP III INDEX TO FINANCIAL STATEMENT Page Report of Independent Registered Public Accounting Firm F-2 Balance Sheet F-3 Notes to Balance Sheet F-4 F-1 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM To the Stockholders and Board of Directors of Concord Acquisition Corp III Opinion on the Financial Statement We have audited the accompanying balance sheet of

Underwriting Agreement, dated November 3, 2021, by and among the Company, Citigroup Global Markets Inc. and Cowen and Company, LLC.

EX-1.1 2 tm2132193d1ex1-1.htm EXHIBIT 1.1 Exhibit 1.1 CONCORD ACQUISITION CORP III 30,000,000 Units1 Units, each consisting of one (1) share of Class A common stock, $0.0001 par value, and one-half of one redeemable warrant Underwriting Agreement November 3, 2021 1 Plus an option to purchase from the Company up to 4,500,000 additional Units to cover over-allotments. Underwriting Agreement November

Letter Agreement, dated as of November 3, 2021, among the Registrant, the Sponsor, CA2 Co-Investment LLC and each of the executive officers, directors and initial stockholders of the Registrant (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 9, 2021).

Exhibit 10.1 November 3, 2021 Concord Acquisition Corp III 477 Madison Avenue New York, NY 10022 Re: Initial Public Offering Ladies and Gentlemen: This letter (this ?Letter Agreement?) is being delivered to you in accordance with the Underwriting Agreement (the ?Underwriting Agreement?) by and between Concord Acquisition Corp III, a Delaware corporation (the ?Company?), and Citigroup Global Market

Amended and Restated Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 9, 2021).

Exhibit 3.1 AMENDED AND RESTATED CERTIFICATE OF INCORPORATION OF CONCORD Acquisition Corp III November 3, 2021 Concord Acquisition Corp III, a corporation organized and existing under the laws of the State of Delaware (the ?Corporation?), DOES HEREBY CERTIFY AS FOLLOWS: 1. The name of the Corporation is ?Concord Acquisition Corp III?. The original certificate of incorporation of the Corporation wa

Registration Rights Agreement, dated as of November 3, 2021, between the Registrant, the Sponsor and certain securityholders (incorporated by reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 9, 2021).

EX-10.3 7 tm2132193d1ex10-3.htm EXHIBIT 10.3 Exhibit 10.3 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of November 3, 2021, is made and entered into by and among Concord Acquisition Corp III, a Delaware corporation (the “Company”), Concord Sponsor Group III LLC, a Delaware limited liability company (the “Sponsor”), CA2 Co-Investment LLC, a Delaware

Administrative Services Agreement, dated November 3, 2021, between the Registrant and CA2 C-Investment LLC (incorporated by reference to Exhibit 10.7 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 9, 2021).

Exhibit 10.7 CONCORD Acquisition Corp III 477 Madison Avenue New York, NY 10022 November 3, 2021 Atlas Merchant Capital LLC 477 Madison Avenue New York, NY 10022 Re: Administrative Services Agreement Ladies and Gentlemen: This letter agreement by and between Concord Acquisition Corp III (the ?Company?) and Atlas Merchant Capital LLC (?Provider?), dated as of the date hereof, will confirm our agree