GCT Semiconductor Holding Inc 2024年度报告

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (orfor such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of thischapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).YES☒NO☐ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See thedefinitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. Large accelerated filer☐Accelerated filer☐Non-accelerated filer☒Smaller reporting company☒Emerging growth company☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accountingstandards provided pursuant to Section 13(a) of the Exchange Act.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an errorto previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executiveofficers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES☐NO☒ The aggregate market value of the voting shares held by non-affiliates of the registrant as of June 30, 2024 was approximately $198.7million based on the closing price of the registrant'scommon stock as reported on the New York Stock Exchange on June 28, 2024 (the last business day of the registrant's most recently completed second fiscal quarter). The common stock of theregistrant held by each executive officer and director and certain affiliated stockholders who beneficially owned 10% or more of the outstanding common stock of the registrant have beenexcluded in such calculation as such persons and entities may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination forother purposes. The number of shares of Registrant’s Common Stock outstanding as of March 20, 2025 was48,246,480. DOCUMENTS INCORPORATED BY REFERENCE Table ofContents PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities34Item 6.[Reserved]34Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations35Item 7A.Quantitative and Qualitative Disclosures About Market Risk44Item 8.Financial Statements and Supplementary Data45Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure78Item 9A.Controls and Procedures78Item 9B.Other Information78Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections78 PART III Item 10.Directors, Executive Officers and Corporate Governance79Item 11.Executive Compensation86Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters90Item 13.Certain Relationships and Related Transactions, and Director Independence92Item 14.Principal Accounting Fees and Services96 PART IV Item 15.Exhibits, Financial Statement Schedules97Item 16.Form 10-K Summary97Signatures101 EXPLANATORY NOTE In this Annual Report on Form 10-K, the terms “we,” “us,” “our,” the “Company,” and “GCT,” generally refer to GCT SemiconductorInc. prior to the Business Combination and GCT Semiconductor Holding, Inc. following the Business Combination unless the contextspecifically indicates otherwise. Some of the information contained in this section or set forth elsewhere in this Annual Report onForm 10-K, including information with respect to our plans and strategy for our business, includes forward-looking statements thatinvolve risks and uncertainties. On March 26, 2024 (the “Closing Date”), Concord Acquisition Corp III (“Concord III”), a Delawarecorporation, consummated a series of transactions that resulted in the combination of Gibraltar Merger Sub Inc., a Delawarecorporation and a wholly-owned subsidiary of Concord III (“Merger Sub”),