SC 13G/A 1 sc13g.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

GCT Semiconductor Holding, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

36170N107

(CUSIP Number)

March 26, 2024

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

☐ Rule 13d-1(b)

☒ Rule 13d-1(c)

☐ Rule 13d-1(d)

*	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.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 36170N107


1.	Name of Reporting Person Anapass, Inc.
2.	Check the Appropriate Box if a Member of a Group (See Instructions) (a) ☐ (b) ☐ (Joint filers)
3.	SEC Use Only
4.	Citizenship or Place of Organization Republic of Korea

Number of Shares Beneficially Owned by Each Reporting Person With			5.	Sole Voting Power 8,213,213 shares(1)
			6.	Shared Voting Power 0 shares
			7.	Sole Dispositive Power 8,213,213 shares(2)
			8.	Shared Dispositive Power 0 shares

9.		Aggregate Amount Beneficially Owned by Each Reporting Person 8,213,213 shares(3)
10.		Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
11.		Percent of Class Represented by Amount in Row (9) 17.6%(4)
12.		Type of Reporting Person (See Instructions) CO

1	Consists of 7,275,863 shares of GCT Semiconductor Holding, Inc.’s (the “Issuer”) common stock, par value $0.0001 per share (the “Common Stock”) and 937,350 shares of Issuer’s Common Stock issuable upon the exercise of 937,350 private placement warrants (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment.
2	See footnote 1.
3	See footnote 1.
4	The percentage ownership was calculated based upon 46,770,696 shares of the Issuer’s Common Stock, which consists of (i) 45,833,346 issued and outstanding shares of Issuer's Common Stock as of March 26, 2024, as reported in the Issuer’s Registration Statement on Form S-1 (the “Form S-1”) filed with the Securities and Exchange Commission (the “SEC”) on April 19, 2024 and (ii) 937,350 Private Placement Warrants that were allocated at GCT’s discretion to Anapass, Inc. to incentivize investment to the Company Insider Recipients.

Explanatory Note

This Amendment No. 1 amends and restates the statement on Schedule 13G filed with the SEC on April 3, 2024. This Amendment No. 1 is being filed to reflect that Anapass, Inc. received an aggregate of 937,350 Private Placement Warrants that were allocated to certain Company Insider Recipients at the Issuer’s discretion to incentivize investment.


Item 1.

	(a)	Name of Issuer GCT Semiconductor Holding, Inc.

	(b)	Address of Issuer’s Principal Executive Offices 2290 North 1st Street, Suite 201 San Jose, CA

Item 2.

	(a)	Name of Person Filing See response to 2(c)

	(b)	Address of Principal Business Office or, if none, Residence See response to 2(c)

	(c)	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

	(d)	Title of Class of Securities Common Stock, par value $0.0001 per share

	(e)	CUSIP Number 36170N107

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:

	(a)	☐	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

	(b)	☐	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

	(c)	☐	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

	(d)	☐	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);

	(e)	☐	An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

	(f)	☐	An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

	(g)	☐	A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

	(h)	☐	A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

	(i)	☐	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);

	(j)	☐	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

	(k)	☐	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:


Item 4. Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
	(a)	Amount beneficially owned: 8,213,213 shares
	(b)	Percent of class: 17.6%. The percentage ownership was calculated based upon 47,920,696 shares of the Issuer’s Common Stock, which consists of (i) 45,833,346 issued and outstanding shares of Issuer's Common Stock as of March 26, 2024, as reported in the Issuer’s Registration Statement on Form S-1 (the “Form S-1”) filed with the Securities and Exchange Commission (the “SEC”) on April 19, 2024 and (ii) 937,350 Private Placement Warrants that were allocated at GCT’s discretion to Anapass, Inc. to incentivize investment to the Company Insider Recipients.
	(c)	Number of shares as to which the person has:
		(i)	Sole power to vote or to direct the vote: 8,213,213 shares
		(ii)	Shared power to vote or to direct the vote: 0 shares
		(iii)	Sole power to dispose or to direct the disposition of: 8,213,213 shares
		(iv)	Shared power to dispose or to direct the disposition of: 0 shares

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

Item 10.

Certifications

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Material Filed as Exhibits

Signatures

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

May 3, 2024


	Anapass, Inc.

	/s/ JeeHye Kim
	Signature

	JeeHye Kim, Chief Financial Officer
	Name/Title

Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).

SEC Form SC 13G/A filed by Concord Acquisition Corp III (Amendment)