8-K
filed April 1, 2024, 7:59 PM ET
ticker GCTS
CIK 0001851961
M&A
confidence high
sentiment neutral
materiality 0.85
GCT Semiconductor Holding, Inc. (GCTS): M&A transaction — GCT Semiconductor completes de-SPAC merger with Concord III; begins trading as GCTS
GCT Semiconductor Holding, Inc.
- Business Combination closed March 26, 2024; GCT survived as wholly-owned sub of Concord III, renamed GCT Semiconductor Holding.
- Company value set at $350M; total equity consideration exchanged at $10.00 reference price.
- PIPE investors purchased 4,529,967 shares at $6.67/share (~$30.2M); CVT notes of $13.3M converted at same price.
- Post-closing cash balance of $18.0M; total transaction costs of $20.8M ($8.9M from APIC, remainder expensed).
- Lock-up for GCT stockholders: up to 1 year, releases earlier if stock >=$12.00 for 20 of 30 trading days after 150 days.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Edmond Cheng was appointed as Chief Financial Officer at GCT Semiconductor Holding, Inc..
- Action
- appointed
- Role
- Chief Financial Officer
Exact text from the filing
On March 22, 2024, GCT announced that the Board of Directors of GCT had appointed Edmond Cheng as Chief Financial Officer (CFO) effective March 18, 2024.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Nelson C. Chan was appointed as Independent Director at GCT Semiconductor Holding, Inc..
- Action
- appointed
- Role
- Independent Director
Exact text from the filing
On April 1, 2024, the Company announced Nelson C. Chan was appointed as an independent director to its Board, effective March 26, 2024.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
GCT Semiconductor Holding, Inc.: Adopted Amended and Restated Bylaws effective as of the Closing Date.
- Change
- bylaw amendment
Exact text from the filing
the Company adopted a Second Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws effective as of the Closing Date
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
GCT Semiconductor Holding, Inc.: Adopted Second Amended and Restated Certificate of Incorporation effective as of the Closing Date.
- Change
- charter amendment
Exact text from the filing
the Company adopted a Second Amended and Restated Certificate of Incorporation and the Amended and Restated Bylaws effective as of the Closing Date
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
GCT Semiconductor Holding, Inc.: Company ceased to be a shell company upon consummation of the Business Combination.
- Change
- shell status
Exact text from the filing
each of Concord III and the Company ceased to be a shell company
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.9
GCT Semiconductor Holding, Inc. underwent a change of control involving Concord Acquisition Corp III for $350 million (closed 2024-03-26).
- Action
- change of control
- Counterparty
- Concord Acquisition Corp III
- Consideration
- $350 million
- Closing
- 2024-03-26
Exact text from the filing
outstanding promissory notes issued by GCT that could be converted into shares of GCT common stock were so converted in accordance with their terms. The “Company Value” means $350 million, minus the amount of indebtedness of GCT immediately prior to the Closing, plus the amount of GCT’s cash and cash equivalents immediately prior to the Closing, plus the aggregate
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
GCT Semiconductor Holding, Inc. entered into Registration Rights Agreement with certain stockholders of GCT, the Sponsor and certain stockholders of Concord III valued at Company agreed to register for resale certain shares of Company Common Stock and other equity securi (effective 2024-03-26).
- Action
- entry
- Counterparty
- certain stockholders of GCT, the Sponsor and certain stockholders of Concord III
- Value
- Company agreed to register for resale certain shares of Company Common Stock and other equity securi
- Effective
- 2024-03-26
Exact text from the filing
On March 26, 2024 and in connection with the Closing, the Company, certain stockholders of GCT, the Sponsor and certain stockholders of Concord III entered into the Registration Rights Agreement, pursuant to which the Company agreed to register for resale certain shares of the Company’s common stock, par value $0.0001 per share (the “Company Common Stock”), and other equity securities that are held by the parties thereto from time to time.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
GCT Semiconductor Holding, Inc. entered into 2024 Incentive Plan with Stockholders of Concord III valued at Approved and became effective GCT 2024 Incentive Plan (effective 2024-03-26).
- Action
- entry
- Counterparty
- Stockholders of Concord III
- Value
- Approved and became effective GCT 2024 Incentive Plan
- Effective
- 2024-03-26
Exact text from the filing
At the Special Meeting of stockholders of Concord III, the stockholders of Concord III considered and approved the GCT 2024 Incentive Plan (the “Incentive Plan”). The Incentive Plan was previously approved, subject to stockholder approval, by the Board of Directors of Concord III and became effective on the Closing Date.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
GCT Semiconductor Holding, Inc. entered into Convertible Promissory Note with a strategic investor (the 'Noteholder') valued at Principal amount of $5,000,000, convertible into Company Common Stock at $10.00 per share, interest (effective 2024-02-26).
- Action
- entry
- Counterparty
- a strategic investor (the 'Noteholder')
- Value
- Principal amount of $5,000,000, convertible into Company Common Stock at $10.00 per share, interest
- Effective
- 2024-02-26
Exact text from the filing
On February 26, 2024, GCT issued a convertible promissory note (the “Note”) to a strategic investor (the “Noteholder”) in the principal amount of $5,000,000. On or after the earlier of (i) six months from the issuance date of the Note and (ii) the closing of the Business Combination, the Noteholder may demand the Company to convert all principal and interests due under the Note into shares of Company Common Stock, at a conversion price of $10.00 per share. The Note matures on the second anniversary of the issuance date, and bears an interest rate of 5% per annum.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
GCT Semiconductor Holding, Inc. entered into 2024 Employee Stock Purchase Plan with Stockholders of Concord III valued at Approved and became effective GCT 2024 Employee Stock Purchase Plan (effective 2024-03-26).
- Action
- entry
- Agreement
- equity purchase
- Counterparty
- Stockholders of Concord III
- Value
- Approved and became effective GCT 2024 Employee Stock Purchase Plan
- Effective
- 2024-03-26
Exact text from the filing
At the Special Meeting of stockholders of Concord III, the stockholders of Concord III considered and approved the GCT 2024 Employee Stock Purchase Plan (the “ESPP”). The ESPP was previously approved, subject to stockholder approval, by the Board of Directors of Concord III and became effective on the Closing Date.
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.95
GCT Semiconductor Holding, Inc. entered into Lock-Up Agreement with certain stockholders of GCT, including its directors, officers, affiliates and holders of more than 5% of outstanding shares valued at Stockholders agreed to not effect any sale or other transfer of Company Common Stock for a period up (effective 2024-03-26).
- Action
- entry
- Counterparty
- certain stockholders of GCT, including its directors, officers, affiliates and holders of more than 5% of outstanding shares
- Value
- Stockholders agreed to not effect any sale or other transfer of Company Common Stock for a period up
- Effective
- 2024-03-26
Exact text from the filing
On March 26, 2024, and in connection with the Closing, the Company and certain stockholders of GCT, including its directors, officers, affiliates and holders of more than 5% of outstanding shares of GCT common stock as of the Closing, entered into the Lock-Up Agreement, pursuant to which such stockholders agreed to not effect any sale or other transfer of Company Common Stock, subject to certain customary exceptions set forth in the Lock-Up Agreement, during the period commencing at the Closing and ending on the earlier of (i) one year following the Closing, (ii) such date as the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Company Common Stock for cash, securities or other property or (iii) the date on which the last sale price of Company Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share consolidations
View on SEC.gov
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