SEC Comment Letter 0000000000-24-001027 to GCT Semiconductor Holding, Inc. (GCTS)
GCT Semiconductor Holding, Inc.
Date: Jan. 25, 2024 · CIK: 0001851961 · Accession: 0000000000-24-001027
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-275522
Letter
United States securities and exchange commission logo January 25, 2024 Jeff Tuder Chief Executive Officer Concord Acquisition Corp III 477 Madison Avenue, 22nd Floor New York, New York 10022 Re:Concord Acquisition Corp III Amendment No. 2 to Registration Statement on Form S-4 Filed January 11, 2024 File No. 333-275522 Dear Jeff Tuder: We have reviewed your amended registration statement and have the following comment(s). Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Unless we note otherwise, any references to prior comments are to comments in our January 5, 2024 letter. Amendment No. 2 to Registration Statement on Form S-4 U.S. Federal Income Tax Considerations of the Conversion to the Holders of Concord III..., page 1.We note your response to comment 19. Please revise your disclosure in the proxy statement/prospectus to clearly state that the disclosure is the opinion of named counsel. General 2.We note your Form 8-K filed on January 25, 2024 stating that you received a notification from the New York Stock Exchange informing you that, because the number of public stockholders is less than 300, you are not in compliance with Section 802.01B of the NYSE Listed Company Manual. Please revise to disclose this notice in the proxy statement/prospectus.
FirstName LastNameJeff Tuder Comapany NameConcord Acquisition Corp III January 25, 2024 Page 2 FirstName LastName Jeff Tuder Concord Acquisition Corp III January 25, 2024 Page 2 Please contact Stephany Yang at 202-551-3167 or Anne McConnell at 202-551-3709 if you have questions regarding comments on the financial statements and related matters. Please contact Eranga Dias at 202-551-8107 or Erin Purnell at 202-551-3454 with any other questions. Sincerely, Division of Corporation Finance Office of Manufacturing
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United States securities and exchange commission logo
January 25, 2024
Jeff Tuder
Chief Executive Officer
Concord Acquisition Corp III
477 Madison Avenue, 22nd Floor
New York, New York 10022
Re:Concord Acquisition Corp III
Amendment No. 2 to Registration Statement on Form S-4
Filed January 11, 2024
File No. 333-275522
Dear Jeff Tuder:
We have reviewed your amended registration statement and have the following
comment(s).
Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments. Unless we note otherwise,
any references to prior comments are to comments in our January 5, 2024 letter.
Amendment No. 2 to Registration Statement on Form S-4
U.S. Federal Income Tax Considerations of the Conversion to the Holders of Concord III..., page
104
1.We note your response to comment 19. Please revise your disclosure in the proxy
statement/prospectus to clearly state that the disclosure is the opinion of named counsel.
General
2.We note your Form 8-K filed on January 25, 2024 stating that you received a notification
from the New York Stock Exchange informing you that, because the number of public
stockholders is less than 300, you are not in compliance with Section 802.01B of the
NYSE Listed Company Manual. Please revise to disclose this notice in the proxy
statement/prospectus.
FirstName LastNameJeff Tuder
Comapany NameConcord Acquisition Corp III
January 25, 2024 Page 2
FirstName LastName
Jeff Tuder
Concord Acquisition Corp III
January 25, 2024
Page 2
Please contact Stephany Yang at 202-551-3167 or Anne McConnell at 202-551-3709 if
you have questions regarding comments on the financial statements and related matters. Please
contact Eranga Dias at 202-551-8107 or Erin Purnell at 202-551-3454 with any other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing