{"schema_version":"secwatch.filing_event.v1","accession":"0001104659-24-028838","form_type":"8-K","ticker":"GCTS","cik":"0001851961","company_name":"GCT Semiconductor Holding, Inc.","filed_at":"2024-02-29T23:59:59+00:00","discovered_at":"2026-05-14T18:03:26.019514+00:00","generated_at":"2026-06-05T07:21:07.988566+00:00","sec_items":["5.07","9.01"],"event_type":"m_and_a","sentiment":"neutral","materiality_score":0.8,"calibrated_materiality_score":0.8,"confidence":"high","headline":"Concord Acquisition Corp III stockholders approve business combination with GCT Semiconductor","bullets":["11,001,661 shares voted FOR the business combination; 0 against; 100% approval.","Charter amendment to rename company to GCT Semiconductor Holding, Inc.; increase authorized shares to 400M common, 40M preferred.","Six directors elected: Kukjin Chun (Class I), Robert Barker, Hyunsoo Shin (Class II), John Schlaefer, Jeff Tuder, Dr. Kyeongho Lee (Class III).","Stockholders also approved incentive award plan, employee stock purchase plan, and NYSE listing of shares issued in the merger.","Approval required no adjournment; deal proceeds to closing."],"urls":{"canonical":"https://secwatch.observer/filing/0001104659-24-028838","json":"https://secwatch.observer/filing/0001104659-24-028838.json","markdown":"https://secwatch.observer/filing/0001104659-24-028838.md","text":"https://secwatch.observer/filing/0001104659-24-028838.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1851961/000110465924028838/0001104659-24-028838-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1851961/000110465924028838/tm247432-1_8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-05T07:21:07.988566+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"07340bac59afa6111ac522fbc99ce95882b617b4","claim":"GCT Semiconductor Holding, Inc. shareholders approved Business Combination Proposal at the 2024-02-27 meeting.","evidence_excerpt":"Business Combination Proposal The proposal to approve and adopt the Business Combination Agreement, dated as of November 2, 2023 (as it may be amended and/or restated from time to time, the \"Business Combination Agreement\"), by and among the Company, GCT and Merger Sub, and the transactions contemplated thereby, pursuant to which Merger Sub will merge with and into GCT, with GCT surviving the merger and becoming a wholly-owned direct subsidiary of Concord III (collectively with the other transactions described in the Business Combination Agreement, the \"Business Combination\"), was approved. The voting results of the shares of Common Stock were as follows: For Against Abstentions 11,001,661 0 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1851961/000110465924028838/0001104659-24-028838-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"merger approval"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-02-27"}],"fact_type":"shareholder_vote"},{"claim_id":"0dd8c13aac7c05269eb7aa336748bc023fba958c","claim":"GCT Semiconductor Holding, Inc. shareholders approved Charter Amendment Proposal at the 2024-02-27 meeting.","evidence_excerpt":"Charter Amendment Proposal The proposal to adopt the proposed second amended and restated certificate of incorporation of the Company (the \"Proposed Certificate of Incorporation\") attached as Annex B to the proxy statement/prospectus was approved. The voting results of the shares of Common Stock were as follows: Common Stock For Against Abstentions 11,000,661 1,000 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1851961/000110465924028838/0001104659-24-028838-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"charter amendment"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-02-27"}],"fact_type":"shareholder_vote"},{"claim_id":"16b0686059501392632a8469f4f6ad6990837a4b","claim":"GCT Semiconductor Holding, Inc. shareholders approved Governance Proposal (c) To require a two-thirds vote to remove a director at the 2024-02-27 meeting.","evidence_excerpt":"To require the vote of at least two-thirds of the voting power of the outstanding shares of capital stock, rather than a simple majority, to remove a director from office: For Against Abstentions 11,000,661 1,00 0 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1851961/000110465924028838/0001104659-24-028838-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-02-27"}],"fact_type":"shareholder_vote"},{"claim_id":"768a49f117fc3a5e35b63837d9c0b76a42d771c5","claim":"GCT Semiconductor Holding, Inc. shareholders approved Governance Proposal (d) To require special meetings only to be called by board of directors at the 2024-02-27 meeting.","evidence_excerpt":"To require that special meetings of stockholders may only be called by or at the direction of the board of directors pursuant to a resolution adopted by a majority of the total number of directors, subject to any special rights of the holders of preferred stock: For Against Abstentions 11,001,661 0 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1851961/000110465924028838/0001104659-24-028838-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-02-27"}],"fact_type":"shareholder_vote"},{"claim_id":"8ff1bb3f932788972054c1cd0596f67c1d163d7a","claim":"GCT Semiconductor Holding, Inc. shareholders approved Governance Proposal (e) To modify forum selection provision at the 2024-02-27 meeting.","evidence_excerpt":"To modify the forum selection provision to designate the U.S. federal district courts as the exclusive forum for claims arising under the Securities Act rather than providing for concurrent jurisdiction in the Court of Chancery and the federal district court for the District of Delaware for claims arising under the Securities Act: For Against Abstentions 11,001,661 0 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1851961/000110465924028838/0001104659-24-028838-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-02-27"}],"fact_type":"shareholder_vote"},{"claim_id":"90d20302085ce7c81c7e1e5e5a11851dec5b3c3c","claim":"GCT Semiconductor Holding, Inc. shareholders approved Incentive Award Plan Proposal at the 2024-02-27 meeting.","evidence_excerpt":"Incentive Award Plan Proposal The proposal to approve and adopt the incentive award plan established to be effective after the Closing of the Business Combination was approved. The voting results of the shares of Common Stock were as follows: For Against Abstentions 11,000,661 1,000 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1851961/000110465924028838/0001104659-24-028838-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-02-27"}],"fact_type":"shareholder_vote"},{"claim_id":"bf7957fd77cd69be3d1687d7037026bb933539fb","claim":"GCT Semiconductor Holding, Inc. shareholders approved Governance Proposal (b) To increase authorized shares of common stock and preferred stock at the 2024-02-27 meeting.","evidence_excerpt":"To increase the number of shares of (i) common stock the Company is authorized to issue from 220,000,000 shares to 400,000,000 shares and (ii) preferred stock the Company is authorized to issue from 20,000,000 shares to 40,000,000 shares: For Against Abstentions 11,001,661 0 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1851961/000110465924028838/0001104659-24-028838-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-02-27"}],"fact_type":"shareholder_vote"},{"claim_id":"bfc80b18f7409adf3a134c837de3128c27a5f1f5","claim":"GCT Semiconductor Holding, Inc. shareholders approved Election of Directors Proposal at the 2024-02-27 meeting.","evidence_excerpt":"Election of Directors Proposal The proposal to elect, effective at Closing, six directors to serve staggered terms on our board of directors until the 2025, 2026 and 2027 annual meetings of stockholders, respectively, and until their respective successors are duly elected and qualified was approved. The voting results of the shares of Common Stock for the director nominees were as follows: Class I Director: Kukjin Chun For Withheld 11,001,661 0 Class II Directors: Robert Barker For Withheld 11,001,661 0 Hyunsoo Shin For Withheld 11,001,661 0 Class III Directors: John Schlaefer For Withheld 11,001,661 0 Jeff Tuder For Withheld 11,001,661 0 Dr. Kyeongho Lee For Withheld 11,001,661 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1851961/000110465924028838/0001104659-24-028838-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"director election"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-02-27"}],"fact_type":"shareholder_vote"},{"claim_id":"dcbf63d09f4f3f05a9ef62120a16d88b08acc3b4","claim":"GCT Semiconductor Holding, Inc. shareholders approved NYSE Proposal at the 2024-02-27 meeting.","evidence_excerpt":"NYSE Proposal The proposal to approve, in connection with the Business Combination, for purposes of complying with applicable listing rules of the New York Stock Exchange, the issuance of shares of Common Stock to (i) the holders of GCT Common Stock in the merger pursuant to the Business Combination Agreement, (ii) the PIPE Investors (as defined in the Business Combination Agreement) pursuant to the PIPE Subscription Agreements (as defined in the Business Combination Agreement) and (iii) the CVT Investors (as defined in the Business Combination Agreement)","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1851961/000110465924028838/0001104659-24-028838-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-02-27"}],"fact_type":"shareholder_vote"},{"claim_id":"de8e28b564a59ae07c05c676ac1688826f04c1eb","claim":"GCT Semiconductor Holding, Inc. shareholders approved Employee Stock Purchase Plan Proposal at the 2024-02-27 meeting.","evidence_excerpt":"Employee Stock Purchase Plan Proposal The proposal to approve and adopt the 2024 Employee Stock Purchase Plan established to be effective after the Closing was approved. The voting results of the shares of Common Stock were as follows: For Against Abstentions 11,001,661 0 0","evidence_source":"SEC 8-K Item 5.07","evidence_url":"https://www.sec.gov/Archives/edgar/data/1851961/000110465924028838/0001104659-24-028838-index.htm","confidence":1.0,"family_label":"Shareholder Votes","details":[{"label":"Proposal","value":"equity plan"},{"label":"Outcome","value":"passed"},{"label":"Meeting","value":"2024-02-27"}],"fact_type":"shareholder_vote"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}