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May 6, 2024
John Schlaefer
Chief Executive Officer
GCT Semiconductor Holding, Inc.
2290 North 1st Street, Suite 201
San Jose, California 95131
Re:GCT Semiconductor Holding, Inc.
Registration Statement on Form S-1
Filed April 19, 2024
File No. 333-278809
Dear John Schlaefer:
            We have conducted a limited review of your 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.
Registration Statement on Form S-1 Filed April 19, 2024
General
1.Revise your prospectus to disclose the price that each selling securityholder paid for the
securities being registered for resale. Highlight any differences in the current trading
price, the prices that the Sponsor/private placement investors/PIPE investors and other
selling securityholders acquired their shares and warrants, and the price that the public
securityholders acquired their shares and warrants. Disclose that while the Sponsor/private
placement investors/PIPE investors and other selling securityholders may experience a
positive rate of return based on the current trading price, the public securityholders may
not experience a similar rate of return on the securities they purchased due to differences
in the purchase prices and the current trading price. Please also disclose the potential
profit the selling securityholders will earn based on the current trading price. Lastly,
please include appropriate risk factor disclosure.

 FirstName LastNameJohn Schlaefer
 Comapany NameGCT Semiconductor Holding, Inc.
 May 6, 2024 Page 2
 FirstName LastName
John Schlaefer
GCT Semiconductor Holding, Inc.
May 6, 2024
Page 2
2.We note that the opinion of Morgan, Lewis & Bockius LLP attached as Exhibit 5.1
states that it is your counsel's opinion that the "Shares have been duly authorized, validly
issued, fully paid and non-assessable."  Please revise to indicate that the shares associated
with the primary offering will be validly issued, fully paid and non-assessable when sold
pursuant to the terms of the registration statement.
Cover Page
3.For each of the securities being registered for resale (including shares, warrants, and any
convertible notes/securities), disclose the price that the selling securityholders paid for
such securities.
4.Disclose the exercise prices of the warrants compared to the market price of the
underlying security. If the warrants are out the money, please disclose the likelihood that
warrant holders will not exercise their warrants. As applicable, describe the impact on
your liquidity and update the discussion on the ability of your company to fund your
operations on a prospective basis with your current cash on hand.
5.We note the significant number of redemptions of your Class A common stock in
connection with your business combination and that the shares being registered for resale
will constitute a considerable percentage of your public float. Highlight the significant
negative impact sales of shares on this registration statement could have on the public
trading price of your securities.
Risk Factors, page 6
6.Include an additional risk factor highlighting the negative pressure potential sales of
shares pursuant to this registration statement could have on the public trading price of
your securities. To illustrate this risk, disclose the purchase price of the securities being
registered for resale and the percentage that these shares currently represent of the total
number of shares outstanding. Also, as applicable, disclose that even though the current
trading price is at or significantly below the SPAC IPO price, the private investors have an
incentive to sell because they will still profit on sales because of the lower price that they
purchased their shares than the public investors.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
47
7.In light of the number of redemptions and the unlikelihood that the company will receive
significant proceeds from exercises of the warrants because of the disparity between the
exercise price of the warrants and the current trading price of the Class A common stock,
expand your discussion of capital resources to address any changes in the company’s
liquidity position since the business combination. If the company is likely to have to seek
additional capital, discuss the effect of this offering on the company’s ability to raise
additional capital.

 FirstName LastNameJohn Schlaefer
 Comapany NameGCT Semiconductor Holding, Inc.
 May 6, 2024 Page 3
 FirstName LastName
John Schlaefer
GCT Semiconductor Holding, Inc.
May 6, 2024
Page 3
8.Please expand your discussion here to reflect the fact that this offering involves the
potential sale of a substantial portion of shares for resale and discuss how such sales could
impact the market price of the company’s common stock. Your discussion should
highlight the fact that Anapass, Inc. and Concord Sponsor Group III LLC, beneficial
owners of a substantial portion of your outstanding shares, will be able to sell all of their
shares for so long as the registration statement of which this prospectus forms a part is
available for use. Please ensure that your disclosure includes each of these entity's
beneficial ownership of your outstanding shares as a percentage prior to this offering.
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Eranga Dias at 202-551-8107 or Jay Ingram at 202-551-3397 with any
other questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing