May 1, 2025

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

       Re: GCT Semiconductor Holding, Inc.
           Registration Statement on Form S-3
           File No. 333-286704
           Filed April 23, 2025
Dear John Schlaefer:

       We have conducted a limited review of your registration statement and
have the
following comments.

        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.

Form S-3 filed April 23, 2025
General

1.     We note that you are registering the resale of up to (i) 6,580,000
warrants issued to the
       sponsors in connection with the initial public offering of Concord
Acquisition Corp III
       and allocated to an affiliated stockholder upon consummation of your
business
       combination ("sponsor warrants") and (ii) and 148,320 warrants issued
       to Anapass, Inc. pursuant to a securities purchase agreement on
September 26, 2024
       ("Anapass warrants"). Please address the following items:

             Revise the Description of Securities section to fully discuss the
sponsor warrants
           and Anapass warrants, identifying all material terms and conditions.
Your
           disclosure should clearly distinguish these warrants from each
other, and from
           your public warrants.
 May 1, 2025
Page 2

            Revise usage of the defined term "Warrants," which includes both
public and
          private warrants, to avoid ambiguity. For example, and without
limitation, revised
          disclosure should clarify that only public warrants are listed on the
New York
          Stock Exchange, if true.
            File the warrant agreement and certificate, if any, as exhibits,
clearly identifying
          these in relation to the warrants being offered. In this regard, we
note the Anapass
          warrant agreement appears to be filed as Exhibit 4.4 to your Form
10-K, but is not
          listed in the registration statement exhibit index.
            We further note Exhibits 4.2 and 4.3 both appear to be sponsor
warrant
          agreements, notwithstanding that Exhibit 4.2 is identified as a
warrant certificate;
          revise to reconcile. Additionally clarify which agreement governs the
sponsor
          warrants; in this regard, we note that Exhibit 4.3 includes
provisions regarding
          Additional Issuances in Section 4.4(ii) that do not appear in Exhibit
4.2.
            Include disclosure regarding exclusive forum provisions contained
in the relevant
          warrant agreements, clarifying whether and how your charter
provisions discussed
          on page 22 apply to holders of sponsor and Anapass warrants.
2.    We note disclosure on page 24 that "sales may be made on one or more
exchanges or
      in the over-the-counter market or otherwise, at prices and under terms
then prevailing
      or at prices related to the then current market price or in negotiated
transactions" and
      "sales may be at a fixed price or varying prices, which may be changed,
or at market
      prices prevailing at the time of sale, at prices relating to prevailing
market prices or at
      negotiated prices." However, while your common stock and public warrants
are listed
      on the New York Stock Exchange, the sponsor warrants and Anapass warrants
do not
      appear to have a recognized and established trading market. Accordingly,
please
      revise to disclose a fixed price at which the selling securityholders
will sell these
      warrants for the duration of the offering or until they are quoted on an
exchange or
      trading market.
3.    We note you are registering the resale of 500,000 shares underlying a
convertible
      promissory note. Please revise your disclosure to clarify whether these
shares have
      been issued. In this regard, we note disclosure on page 36 that refers to
these shares as
      "issuable," yet the legal opinion filed as Exhibit 5.1 includes them in
issued shares. If
      some or all of these shares are issuable, tell us why you are not
registering
      their primary issuance (i.e., in addition to the 26,273,653 shares
underlying warrants)
      and file a revised opinion that covers them on a "when-issued" basis.
Refer to Sections
      II.B.1.b and II.B.2.h of Staff Legal Bulletin 19.
4.    We note disclosure on page 27 that some of the shares being offered are
subject to
      lock-up restrictions, including pursuant to the Amended and Restated
Registration
      Rights Agreement. Please revise to fully discuss the lock-up restrictions
and file
      related agreements, including the Registration Rights Agreement and
amendments
      thereto, as exhibits to your registration agreement.
Cover Page

5.    Please revise your prospectus cover to disclose the information required
by Item
      501(b)(3) of Regulation S-K.
 May 1, 2025
Page 3

Exhibits

6.     We note the legal opinion (1) defines "Resale Warrants" to include the
sponsor
       warrants and Anapass warrants; (2) opines that, "The Resale Warrants
constitute valid
       and binding obligations of the Company, enforceable against the Company
in
       accordance with their terms under the laws of the state of California;"
and (3)
       indicates that, "The opinions expressed herein are limited to the DGCL
and the laws
       of the State of New York, and we express no opinion with respect to the
laws of any
       other state or jurisdiction." We further note that the sponsor warrants
appear to be
       governed by New York, and not California, law per Section 9.3 of the
warrant
       agreement filed as Exhibit 4.3. Please file a revised legal opinion that
covers the
       sponsor warrants under New York law and the Anapass warrants under
California
       law, without a limitation as to the jurisdiction counsel is opining
upon. Refer
       to Sections II.B.3.b and c of Staff Legal Bulletin 19.
        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 Jennifer Angelini at 202-551-3047 or Erin Purnell at
202-551-3454
with any questions.



                                                           Sincerely,

                                                           Division of
Corporation Finance
                                                           Office of
Manufacturing
cc:   Albert Lung