EX-FILING FEES 4 tm2512456d2_ex-filingfees.htm EX-FILING FEES

 

EX-FILINGFEES

 

Calculation of Filing Fee Tables

 

Form S-3

(Form Type)

 

GCT SEMICONDUCTOR HOLDING, INC.

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward 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
Carry
Forward
Form
Type
Carry
Forward
File
Number
Carry
Forward
Initial
Effective
Date
Filing Fee
Previously
Paid in
Connection
with
Unsold
Securities
to be
Carried
Forward
Newly Registered Securities
Fees to be Paid Equity Common Stock, par value $0.001 per share - - -

-

 

 

-

-

 

 

       
  Equity Preferred Stock, par value $0.001 per share - - - - - -        
  Other Warrants - - - - - -        
  Equity 

Common Stock, par value

 

$0.0001 per share

 

457(c) 1,038,243(1) 1.46(2) $1,515,834.78 0.00015310 $232.07        
  Equity

Primary Offering:

 

Common Stock, par value

 

$0.0001 per share

 

457(c) 26,125,333 1.46(2) $38,142,986.18 0.00015310 $5,839.69        
  Equity

Secondary Offering:

 

Common Stock, par value

 

$0.0001 per share

 

457(c) 35,372,064(3) 1.46(2) $51,643,213.44 0.00015310 $7,906.58        
  Warrants

Secondary Offering:

 

Warrants to purchase Common Stock

 

457(g) 6,580,000(6)        (7)        
  Warrants

Secondary Offering:

 

Warrants to purchase Common Stock

 

457(g) 148,320(8)       (9)        
Fees Previously Paid                        

 

Carry Forward Securities

 

  Total Offering Amounts   $91,302,034.40   $13,978.34        
  Total Fees Previously Paid       $0.00        
  Total Fee Offsets       $13,746.27(4)        
  Net Fee Due       $232.07        

 

 

 

 

Table 2: Fee Offset Claims and Sources

  Registrant or Filer Name Form or Filing Type File Number Initial Filing Date Filing Date Fee Offset Claimed Security Type Associated with Fee Offset Claimed Security Title Associated with Fee Offset Claimed Unsold Securities Associated with Fee Offset Claimed Unsold Aggregate Offering Amount Associated with Fee Offset Claimed Fee Paid with Fee Offset Source
Rule 457(p)
Fee Offset Claims Registrant Form S-1 333-278809 04/19/2024   $13,746.27 Equity

Common Stock, par value

$0.0001 per share

61,497,397(4) $321,631,386.31  
  Registrant Form S-1 333-278809   04/19/2024           $13,746.27(5)

 

 

(1) This registration statement registers: (i) the resale of up to: 741,603 shares of Common Stock issuable to the selling stockholder issued in a private placement on September 26, 2024 (the “Private Placement”) and 148,320 shares of Common Stock that issuable upon the exercise of warrants issued to the selling stockholders in the Private Placement; and (ii) the issuance of 148,320 shares of Common Stock that are issuable upon the exercise of warrants issued to the selling stockholders in the Private Placement.

 

(2) Estimated in accordance with Rule 457(c) solely for purposes of calculating the registration fee. The proposed maximum offering price per unit and the maximum aggregate offering price are based on the average of the $1.53 (high) and $1.40 (low) sales price of the registrant’s common stock as reported on the New York Stock Exchange on April 21, 2025, which date is within five business days prior to the filing of this registration statement.

 

(3) Shares of common stock registered for resale pursuant to this registration statement are shares which are to be offered by the selling securityholders named herein. In the event of a stock split, stock dividend or recapitalization involving the common stock, the number of shares registered shall automatically be adjusted to cover the additional shares of common stock issuable pursuant to Rule 416 under the Securities Act.

 

(4) Amount excludes 6,580,000 private placement warrants that were registered but not sold on the Prior Registration Statement (as defined below) because, in accordance with Rule 457(g), the entire registration fee for the private placement warrants was allocated to the common stock underlying such warrants, and no separate fee was payable for such warrants.

 

(5) The registrant previously filed a registration statement on S-1 (Registration No. 333-278809), initially filed on 04/19/2024 and initially declared effective on June 3, 2024 (the “Prior Registration Statement”), which registered (i) the primary issuance of 26,724,001 shares of common stock (the “Primary Shares”) for a proposed maximum aggregate offering price of $139,766,525.23; (ii) the resale of 35,970,732 shares of common stock (the “Secondary Shares”) for a proposed maximum aggregate offering price of $188,126,928.36; and (iii) 6,580,000 private placement warrants. A fee of $48,397.07 was previously paid in connection with the offer and sale of the Primary Shares, the Secondary Shares and the 6,580,000 private placement warrants. 

 

26,125,333 Primary Shares, 35,372,064 Secondary Shares and 6,580,000 private placement warrants, respectively (together, the “Unsold Securities”) offered for sale under the Prior Registration Statement were not issued and/ or sold. Pursuant to Rule 457(p), a remaining fee amount of $13,746.27 represents the portion of the registration fee previously paid with respect to the Unsold Securities, which is being used to offset the fee due in connection with the filing of this Registration Statement. The registrant has terminated or completed any offerings that included the unsold securities under the Prior Registration Statement.

 

(6) Consists of 6,580,000 private placement warrants held by certain parties to the Amended and Restated Registration Rights Agreement.

 

(7) In accordance with Rule 457(g), the entire registration fee for the 6,580,000 private placement warrants is allocated to the shares of common stock underlying the private placement warrants, and no separate fee is payable for the warrants.

 

(8) Consists of 148,320 private placement warrants held by certain parties to a securities purchase agreement entered into between the parties on September 26, 2024.

 

(9) In accordance with Rule 457(g), the entire registration fee for the 148,320 private placement warrants is allocated to the shares of common stock underlying the private placement warrants, and no separate fee is payable for the warrants.