SEC Form 8-A12B/A filed by Concord Acquisition Corp III (Amendment)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-A/A

(Amendment No. 1)

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES

PURSUANT TO SECTION 12(b) OR (g) OF

THE SECURITIES EXCHANGE ACT OF 1934

GCT Semiconductor Holding, Inc.

(Exact name of registrant as specified in its charter)

Securities to be registered pursuant to Section 12(b) of the Act:

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c) or (e), check the following box.  x

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A.(d) or (e), check the following box.  ¨

If this form relates to the registration of a class of securities concurrently with a Regulation A offering, check the following box.  ¨

Securities Act registration statement or Regulation A offering statement file numbers to which this form relates: 333-275522.

Securities to be registered pursuant to Section 12(g) of the Act: None

INFORMATION REQUIRED IN REGISTRATION STATEMENT

The securities to be registered hereunder are the Common Stock, par value $0.0001 per share (the “Common Stock”), of GCT Semiconductor Holding, Inc. (formerly Concord Acquisition Corp III) (the “Company”) and warrants to purchase Common Stock (“Warrants”).

Prior to March 26, 2024, the Company had two classes of common stock: Class A common stock, par value $0.0001 per share (“Class A common stock”), and Class B common stock, par value $0.0001 per share (“Class B common stock”). On February 27, 2024, the Company’s stockholders approved a merger of Gibraltar Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of the Company (“Merger Sub”) with and into GCT Semiconductor, Inc., a Delaware corporation (“GCT”) with GCT surviving the merger as a wholly owned subsidiary of the Company (the “Business Combination”). On March 26, 2024, the Company effected the Business Combination. In connection with the Business Combination, (i) all of the Class B common stock converted into Class A common stock on a one-for-one basis, (ii) the Company’s amended and restated certificate of incorporation was amended and restated to, among other things, effect the reclassification of all of the Class A common stock and Class B common stock into a single class of common stock, and (iii) the Company’s board of directors approved the amendment and restatement of the Company’s bylaws.

The description of the Common Stock and Warrants contained under the heading “Description of New GCT’s Securities” in the proxy statement/prospectus included in the Company’s registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission (the “Commission”) and became effective on February 14, 2024 (File No. 333-275522) (the “Registration Statement”), to which this Form 8-A/A relates, is incorporated herein by reference. In addition, the above-referenced descriptions included in any proxy statement/prospectus relating to the Registration Statement filed with the Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended, shall be deemed to be incorporated by reference herein. The Company changed its name from “Concord Acquisition Corp III” to “GCT Semiconductor Holding, Inc.” upon the closing of the business combination (the “Business Combination”) described in the Registration Statement.

Pursuant to the Instructions as to Exhibits for Form 8-A, no exhibits are required to be filed herewith or incorporated by reference, because no other securities of the Company are registered on The New York Stock Exchange and the securities registered hereby are not being registered pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended.

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereto duly authorized.