UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form
CURRENT REPORT
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| Item 4.01. | Changes in Registrant’s Certifying Accountants. |
On April 4, 2023, the Audit Committee of the Board of Directors of GCT Semiconductor Holding, Inc., (f/k/a Concord Acquisition Corp III) (the “Company”) approved the engagement of BPM LLP (“BPM”) as the Company’s independent registered public accounting firm to audit the Company’s consolidated financial statements for the fiscal year ended December 31, 2024, effective immediately. BPM served as the independent registered public accounting firm of GCT Semiconductor Inc. (“GCT”) prior to the business combination by and among GCT, Concord Acquisition Corp III ("Concord III") and Gibraltar Merger Sub Inc. (the “Business Combination”), which consummated on March 26, 2024. Accordingly, Marcum LLP (“Marcum”), Concord III’s independent registered public accounting firm prior to the Business Combination, was informed on April 4, 2024 that it was dismissed and replaced by BPM as the Company’s independent registered public accounting firm.
Marcum’s report on Concord III’s consolidated financial statements as of December 31, 2023 and 2022, and the related notes to the consolidated financial statements (collectively, the “financial statements”), did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles, except that such report included an explanatory paragraph as to Concord III’s ability to continue as a going concern.
During the fiscal years ended December 31, 2023 and December 31, 2022 and through the date of dismissal, there were no: (i) disagreements with Marcum on any matter of accounting principles or practices, financial statement disclosures or audit scope or procedures, which disagreements if not resolved to Marcum’s satisfaction would have caused Marcum to make reference to the subject matter of the disagreement in connection with its report or (ii) reportable events as defined in Item 304(a)(1)(v) of Regulation S-K, except for the material weakness in Concord III’s internal control over financial reporting related to the accounting for complex instruments, described in the Annual Report on Form 10-K for the year ended December 31, 2023.
The Company has provided Marcum with a copy of the disclosures made by the Company in response to this Item 4.01 and has requested that Marcum furnish the Company with a letter addressed to the SEC stating whether it agrees with the statements made by the Company in response to this Item 4.01 and, if not, stating the respects in which it does not agree. A letter from Marcum is attached hereto as Exhibit 16.1.
During the fiscal years ended December 31, 2023 and December 31, 2022 and through the date of dismissal, the Company did not consult BPM with respect to either (i) the application of accounting principles to a specified transaction, either completed or proposed; or the type of audit opinion that might be rendered on the Company’s consolidated financial statements, and no written report or oral advice was provided to the Company by BPM that BPM concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is described in Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a) (1)(v) of Regulation S-K.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits
Exhibit Index
| Exhibit No. |
Description | |
| 16.1 | Letter of Marcum LLP Regarding Change in Certifying Accountant. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| GCT SEMICONDUCTOR HOLDING, INC. |
| April 8, 2024 | By: | /s/ Edmond Cheng |
| Name: | Edmond Cheng | |
| Title: | Chief Financial Officer |