GCT Semiconductor Holding Inc美股招股说明书(2025-03-26版)

GCT Semiconductor Holding, Inc.2290 North 1st Street, Suite 201San Jose, California 95131(408) 434-6040Prospectus Supplement No. 6(to the Prospectus dated May 21, 2024) This Prospectus Supplement No. 6 supplements and amends the prospectus dated May 21, 2024, as amended by Prospectus SupplementNo. 1 dated July 10, 2024, Prospectus Supplement No. 2 dated August 15, 2024, Prospectus Supplement No. 3 dated August 26, 2024,Prospectus Supplement No. 4 dated September 27, 2024, and Prospectus Supplement No. 5 dated November 15, 2024 (the “Prospectus”),relating to the sale from time to time of up to 10,900,000 shares of our common stock by a selling shareholder. On March 25, 2025, we filed with the U.S. Securities and Exchange Commission the attached Annual Report on Form 10-K. Our common stock is traded on the New York Stock Exchange under the symbol “GCTS”. On March 25, 2025, the last reported sale priceof our common stock was $2.09 per share. Investing in our common stock involves a high degree of risk. See “Risk Factors” beginning on page 6 of the Prospectus dated May 21, Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities ordetermined if this Prospectus Supplement No. 6 is truthful or complete. Any representation to the contrary is a criminal offense. The date of this Prospectus Supplement No. 6 is March 26, 2025. required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and(2) has been subject to such filingrequirements for the past 90 days.YES☒NO☐ Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to besubmitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files).YES☒ 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 accounting standards provided pursuantto Section 13(a) of the Exchange Act.☐ check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of theSarbanes-Oxley Act (15 U.S.C. 7262(b)) by theregistered public accounting firm that prepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financialstatements of the registrant included in the filing reflect the correction of an error to 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 executive officers 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☒ or more of the outstanding common stock of the registrant have been excluded in such calculation as such persons and entities may be deemed to be affiliates of the registrant. This determination ofaffiliate status is not necessarily a conclusivedetermination for other purposes. Table of Contents 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 Equity Securities34Item 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 SchedulesItem 16.Form 10-K SummarySignatures EXPLANATORY NOTE In this Annual Report on Form 10-K, the terms “we,” “us,” “our,” the“Company,” and “GCT,” generally refer to GCT Semiconductor Inc. prior to the Business Combination and GCT Semiconductor Holding, Inc. following the Business Combination unless the context specifically indicates oth