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                             May 6, 2024

       John Schlaefer
       Chief Executive Officer
       GCT Semiconductor Holding, Inc.
       2290 North 1st Street, Suite 201
       San Jose, California 95131

                                                        Re: GCT Semiconductor
Holding, Inc.
                                                            Registration
Statement on Form S-1
                                                            Filed April 19,
2024
                                                            File No. 333-278809

       Dear John Schlaefer:

              We have conducted a limited review of your registration statement
and have the
       following comment(s).

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Registration Statement on Form S-1 Filed April 19, 2024

       General

   1.                                                   Revise your prospectus
to disclose the price that each selling securityholder paid for the
                                                        securities being
registered for resale. Highlight any differences in the current trading
                                                        price, the prices that
the Sponsor/private placement investors/PIPE investors and other
                                                        selling securityholders
acquired their shares and warrants, and the price that the public
                                                        securityholders
acquired their shares and warrants. Disclose that while the Sponsor/private
                                                        placement
investors/PIPE investors and other selling securityholders may experience a
                                                        positive rate of return
based on the current trading price, the public securityholders may
                                                        not experience a
similar rate of return on the securities they purchased due to differences
                                                        in the purchase prices
and the current trading price. Please also disclose the potential
                                                        profit the selling
securityholders will earn based on the current trading price. Lastly,
                                                        please include
appropriate risk factor disclosure.
 John Schlaefer
FirstName  LastNameJohn Schlaefer
GCT Semiconductor  Holding, Inc.
Comapany
May  6, 2024NameGCT Semiconductor Holding, Inc.
May 6,
Page 2 2024 Page 2
FirstName LastName
2.       We note that the opinion of Morgan, Lewis & Bockius LLP attached as
Exhibit 5.1
         states that it is your counsel's opinion that the "Shares have been
duly authorized, validly
         issued, fully paid and non-assessable." Please revise to indicate that
the shares associated
         with the primary offering will be validly issued, fully paid and
non-assessable when sold
         pursuant to the terms of the registration statement.
Cover Page

3.       For each of the securities being registered for resale (including
shares, warrants, and any
         convertible notes/securities), disclose the price that the selling
securityholders paid for
         such securities.
4.       Disclose the exercise prices of the warrants compared to the market
price of the
         underlying security. If the warrants are out the money, please
disclose the likelihood that
         warrant holders will not exercise their warrants. As applicable,
describe the impact on
         your liquidity and update the discussion on the ability of your
company to fund your
         operations on a prospective basis with your current cash on hand.
5.       We note the significant number of redemptions of your Class A common
stock in
         connection with your business combination and that the shares being
registered for resale
         will constitute a considerable percentage of your public float.
Highlight the significant
         negative impact sales of shares on this registration statement could
have on the public
         trading price of your securities.
Risk Factors, page 6

6.       Include an additional risk factor highlighting the negative pressure
potential sales of
         shares pursuant to this registration statement could have on the
public trading price of
         your securities. To illustrate this risk, disclose the purchase price
of the securities being
         registered for resale and the percentage that these shares currently
represent of the total
         number of shares outstanding. Also, as applicable, disclose that even
though the current
         trading price is at or significantly below the SPAC IPO price, the
private investors have an
         incentive to sell because they will still profit on sales because of
the lower price that they
         purchased their shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
47

7.       In light of the number of redemptions and the unlikelihood that the
company will receive
         significant proceeds from exercises of the warrants because of the
disparity between the
         exercise price of the warrants and the current trading price of the
Class A common stock,
         expand your discussion of capital resources to address any changes in
the company   s
         liquidity position since the business combination. If the company is
likely to have to seek
         additional capital, discuss the effect of this offering on the company
  s ability to raise
         additional capital.
 John Schlaefer
GCT Semiconductor Holding, Inc.
May 6, 2024
Page 3
8.       Please expand your discussion here to reflect the fact that this
offering involves the
         potential sale of a substantial portion of shares for resale and
discuss how such sales could
         impact the market price of the company   s common stock. Your
discussion should
         highlight the fact that Anapass, Inc. and Concord Sponsor Group III
LLC, beneficial
         owners of a substantial portion of your outstanding shares, will be
able to sell all of their
         shares for so long as the registration statement of which this
prospectus forms a part is
         available for use. Please ensure that your disclosure includes each of
these entity's
         beneficial ownership of your outstanding shares as a percentage prior
to this offering.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.

       Please contact Eranga Dias at 202-551-8107 or Jay Ingram at 202-551-3397
with any
other questions.



FirstName LastNameJohn Schlaefer                               Sincerely,
Comapany NameGCT Semiconductor Holding, Inc.
                                                               Division of
Corporation Finance
May 6, 2024 Page 3                                             Office of
Manufacturing
FirstName LastName