0001104659-24-043836.txt : 20240405 0001104659-24-043836.hdr.sgml : 20240405 20240405060648 ACCESSION NUMBER: 0001104659-24-043836 CONFORMED SUBMISSION TYPE: 8-A12B/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20240405 DATE AS OF CHANGE: 20240405 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GCT Semiconductor Holding, Inc. CENTRAL INDEX KEY: 0001851961 STANDARD INDUSTRIAL CLASSIFICATION: SEMICONDUCTORS & RELATED DEVICES [3674] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 862171699 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-A12B/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-41013 FILM NUMBER: 24824677 BUSINESS ADDRESS: STREET 1: 477 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 212-883-4330 MAIL ADDRESS: STREET 1: 477 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: Concord Acquisition Corp III DATE OF NAME CHANGE: 20210318 8-A12B/A 1 tm2411161d1_8a12ba.htm 8-A12B/A

 

 

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 95131
(408) 434-6040		   (I.R.S. Employer Identification No.)
(Address of principal executive offices, including zip code, and phone number)

 

 

 

Securities to be registered pursuant to Section 12(b) of the Act:

 

Title of each class

to be so registered

  

Name of each exchange on which

each class is to be registered

Common Stock, par value $0.0001 per share   NYSE
Warrants, each warrant exercisable for one share of Common Stock at an exercise price of $11.50 per share   NYSE

 

 

 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  x

 

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ¨

 

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ¨

 

Securities Act registration statement or Regulation A offering statement file numbers to which this form relates: 333-275522.

 

Securities to be registered pursuant to Section 12(g) of the Act: None

 

 

 

 

 

 

INFORMATION REQUIRED IN REGISTRATION STATEMENT

 

Item 1.Description of Registrant’s Securities to be Registered.

 

The securities to be registered hereunder are the Common Stock, par value $0.0001 per share (the “Common Stock”), of GCT Semiconductor Holding, Inc. (formerly Concord Acquisition Corp III) (the “Company”) and warrants to purchase Common Stock (“Warrants”).

 

Prior to March 26, 2024, the Company had two classes of common stock: Class A common stock, par value $0.0001 per share (“Class A common stock”), and Class B common stock, par value $0.0001 per share (“Class B common stock”). On February 27, 2024, the Company’s stockholders approved a merger of Gibraltar Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”) with and into GCT Semiconductor, Inc., a Delaware corporation (“GCT”) with GCT surviving the merger as a wholly owned subsidiary of the Company (the “Business Combination”). On March 26, 2024, the Company effected the Business Combination. In connection with the Business Combination, (i) all of the Class B common stock converted into Class A common stock on a one-for-one basis, (ii) the Company’s amended and restated certificate of incorporation was amended and restated to, among other things, effect the reclassification of all of the Class A common stock and Class B common stock into a single class of common stock, and (iii) the Company’s board of directors approved the amendment and restatement of the Company’s bylaws.

 

The description of the Common Stock and Warrants contained under the heading “Description of New GCT’s Securities” in the proxy statement/prospectus included in the Company’s registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “Commission”) and became effective on February 14, 2024 (File No. 333-275522) (the “Registration Statement”), to which this Form 8-A/A relates, is incorporated herein by reference. In addition, the above-referenced descriptions included in any proxy statement/prospectus relating to the Registration Statement filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference herein. The Company changed its name from “Concord Acquisition Corp III” to “GCT Semiconductor Holding, Inc.” upon the closing of the business combination (the “Business Combination”) described in the Registration Statement.

 

Item 2.Exhibits.

 

Pursuant to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed herewith or incorporated by reference, because no other securities of the Company are registered on The New York Stock Exchange and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

 

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SIGNATURE

 

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.

 

 

Dated: April 5, 2024 GCT Semiconductor Holding, Inc.
     
  By:

/s/ Edmond Cheng 

  Name: Edmond Cheng
  Title: Chief Financial Officer

 

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