Other Information.
−Removed: Business Combination Agreement, dated as of November 2, 2023, by and among Concord Acquisition Corp III, GTC Semiconductor, Inc.
−Removed: and Gibraltar Merger Sub Inc.
−Removed: Certificate of Amendment to the Amended and Restated Certificate of Incorporation
−Removed: Certificate of Amendment to the Amended and Restated Certificate of Incorporation
−Removed: Form of Non-Redemption Agreement and Assignment of Economic Interest
−Removed: Form of Non-Redemption Agreement
−Removed: Form of Registration Rights Agreement
−Removed: Form of Lock-Up Agreement
−Removed: Form of PIPE Subscription Agreement
−Removed: Sponsor Support Agreement, dated as of November 2, 2023, by and among Concord Acquisition Corp III, GTC Semiconductor, Inc., Concord Sponsor Group III LLC and CA2 Co-Investment LLC.
−Removed: Stockholder Support Agreement, dated as of November 2, 2023, by and among Concord Acquisition Corp III and certain stockholders of GCT Semiconductor, Inc.
−Removed: Certification of Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
−Removed: Certification of Principal Executive Officer and Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as amended, as adopted pursuant to Section 302 of the Sarbanes Oxley Act of 2002.
−Removed: Certification of Principal Executive Officer pursuant to 18 U.S.C.
−Removed: Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
−Removed: Certification of Principal Financial Officer pursuant to 18 U.S.C.
−Removed: Section 1350, as adopted pursuant to Section 906 of the Sarbanes Oxley Act of 2002.
+Added: Exhibit Index
+Added: Employment Agreement, dated March 8, 2024, by and between GCT Semiconductor, Inc.
+Added: and Edmond Cheng, Chief Financial Officer of the Registrant.
+Added: Letter Agreement to Sponsor Support Agreement, dated March 26, 2024, by and among GCT Semiconductor, Inc., Concord Acquisition Corp III, GCT Semiconductor, Inc., Concord Sponsor Group III LLC and CA2 Co-Investment LLC.
+Added: Convertible Promissory Note, dated February 26, 2024, by and between GCT Semiconductor, Inc.
+Added: and Gogo Business Aviation LLC, a Delaware limited liability company.
+Added: Foundry Product Development Agreement, dated February 26, 2024, by and between GCT Semiconductor, Inc.
+Added: and Alpha Holdings Co., Ltd.
+Added: Common Stock Purchase Agreement, dated April 23, 2024 by and between GCT Semiconductor Holding, Inc.
+Added: Riley Principal Capital II, LLC (incorporated by reference to Exhibit 10.1 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 24, 2024).
+Added: Registration Rights Agreement, dated April 23, 2024 by and between GCT Semiconductor Holding, Inc.
+Added: Riley Principal Capital II, LLC (incorporated by reference to Exhibit 10.2 to the Registrant’s Current Report on Form 8-K, filed with the SEC on April 24, 2024).
+Added: Certification of the Principal Executive Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+Added: Certification of the Principal Financial Officer pursuant to Rule 13a-14(a) and Rule 15d-14(a) under the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
+Added: Certification of the Principal Executive Officer pursuant to 18 U.S.C.
+Added: 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
+Added: Certification of the Principal Financial Officer pursuant to 18 U.S.C.
+Added: 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Inline XBRL Instance Document.
−Removed: Inline XBRL Taxonomy Extension Schema Document.
Inline XBRL Taxonomy Extension Calculation Linkbase Document.
+Added: Inline XBRL Taxonomy Extension Schema Document.
Inline XBRL Taxonomy Extension Definition Linkbase Document.
−Removed: Inline XBRL Taxonomy Extension Label Linkbase Document.
+Added: Inline XBRL Taxonomy Extension Labels Linkbase Document.
Inline XBRL Taxonomy Extension Presentation Linkbase Document.
Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
−Removed: These certifications are furnished to the SEC pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 and are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall they be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.
−Removed: Certain of the schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601(b)(2).
−Removed: The Registrant agrees to furnish supplementally a copy of all omitted schedules to the Securities and Exchange Commission upon its request.
−Removed: (1) Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on May 8, 2023.
−Removed: (2) Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on April 7, 2023.
−Removed: (3) Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on October 30, 2023.
−Removed: (4) Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 8, 2023.
−Removed: (5) Incorporated by reference to an exhibit to the Registrant’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 13, 2023.
−Removed: Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized on this 13th day of November 2023.
−Removed: CONCORD ACQUISITION CORP III
−Removed: /s/ Jeff Tuder
+Added: Filed herewith
+Added: ‡ Portions of this exhibit are redacted in accordance with Regulation S-K Item 601(b)(10)(iv).
+Added: Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
+Added: GCT Semiconductor Holding, Inc.
+Added: /s/ John Schlaefer
+Added: John Schlaefer
Chief Executive Officer
−Removed: (Principal Executive Officer)
−Removed: /s/ Michele Cito
+Added: GCT Semiconductor Holding, Inc.
+Added: /s/ Edmond Cheng
Chief Financial Officer
−Removed: (Principal Financial and Accounting Officer)
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.