*
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The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information
which would alter the disclosures provided in a prior cover page.
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1.
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Name of Reporting Person
Anapass, Inc.
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2.
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Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐ (b) ☐ (Joint filers)
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3.
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SEC Use Only
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4.
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Citizenship or Place of Organization
Republic of Korea
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
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5.
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Sole Voting Power
7,275,863 shares1
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6.
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Shared Voting Power
0 shares
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7.
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Sole Dispositive Power
7,275,863 shares2
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8.
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Shared Dispositive Power
0 shares
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9.
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Aggregate Amount Beneficially Owned by Each Reporting Person
7,275,863 shares3
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10.
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Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
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11.
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Percent of Class Represented by Amount in Row (9)
16.6%4
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12.
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Type of Reporting Person (See Instructions)
CO
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1
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Consists of 7,275,863 shares of the Issuer’s common stock.
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2
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See footnote 1.
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3
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See footnote 1.
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4
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The percentage ownership was calculated based upon 43,912,971 shares of the Issuer’s common stock outstanding as of March 26, 2024, as reported in the Issuer’s Current Report on Form 8-K (the “Form 8-K”) filed with
the Securities and Exchange Commission (the “SEC”) on April 1, 2024.
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Item 1.
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(a)
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Name of Issuer
GCT Semiconductor Holding, Inc.
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(b)
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Address of Issuer’s Principal Executive Offices
2290 North 1st Street, Suite 201 San Jose, CA
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Item 2.
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(a)
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Name of Person Filing
See response to 2(c)
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(b)
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Address of Principal Business Office or, if none, Residence
See response to 2(c)
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(c)
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Citizenship
This statement is filed on behalf of: Anapass, Inc.
7F, Dream-Markl Bldg. 61, Ditigal-ro 31-gil, Guro-gu, Seoul, 08375
Citizenship: Republic of Korea
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(d)
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Title of Class of Securities
Common Stock, par value $0.0001 per share |
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(e)
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CUSIP Number
36170N107 |
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Item 3. If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
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(a)
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☐
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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☐
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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(e)
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☐
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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☐
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A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
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(k)
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☐
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Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with
§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution:
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Item 4. Ownership
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Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount beneficially owned:
7,275,863 shares
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(b)
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Percent of class:
16.6%. The percentage ownership was calculated based upon 43,912,971 shares of the Issuer’s common stock outstanding as of March 26, 2024, as reported in the Form 8-K filed with the SEC on April 1, 2024.
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote:
7,275,863 shares
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(ii)
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Shared power to vote or to direct the vote:
0 shares
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(iii)
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Sole power to dispose or to direct the disposition of:
7,275,863 shares
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(iv)
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Shared power to dispose or to direct the disposition of:
0 shares
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Item 5.
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Ownership of Five Percent or Less of a Class
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
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Item 8.
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Identification and Classification of Members of the Group
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Item 9.
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Notice of Dissolution of Group
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Item 10.
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Certifications
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Anapass, Inc.
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/s/ JeeHye Kim
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Signature
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JeeHye Kim, Chief Financial Officer
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Name/Title
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