SEC Comment Letter 0000000000-24-005918 to GCT Semiconductor Holding, Inc. (GCTS)
GCT Semiconductor Holding, Inc.
Date: May 22, 2024 · CIK: 0001851961 · Accession: 0000000000-24-005918
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File numbers found in text: 333-278809
Letter
United States securities and exchange commission logo May 22, 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. Amendment No. 1 to Registration Statement on Form S-1 Filed May 17, 2024 File No. 333-278809 Dear John Schlaefer: 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 May 6, 2024 letter. Amendment No. 1 to Registration Statement on Form S-1 filed May 17, 2024 General 1.We note your response to previous comment 1 and reissue comment 1 in part. 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. Revise your disclosure in this registration statement, including your risk factor disclosure, to adequately disclose and highlight that it is the sponsor/private placement investors/PIPE investors (and not just selling securityholders in general) that may experience a positive rate of return compared to public securityholders.
FirstName LastNameJohn Schlaefer Comapany NameGCT Semiconductor Holding, Inc. May 22, 2024 Page 2 FirstName LastName John Schlaefer GCT Semiconductor Holding, Inc. May 22, 2024 Page 2 Plan of Distribution, page 121 2.We note your disclosure on pages 121-122 that your selling securityholders may sell their securities in one or more underwritten offerings on a firm commitment or best-efforts basis. Please confirm your understanding that the retention by a selling stockholder of an underwriter would constitute a material change to your plan of distribution requiring a post-effective amendment. Refer to your undertaking provided pursuant to Item 512(a)(1)(iii) of Regulation S-K. 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
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United States securities and exchange commission logo
May 22, 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.
Amendment No. 1 to Registration Statement on Form S-1
Filed May 17, 2024
File No. 333-278809
Dear John Schlaefer:
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 May 6, 2024 letter.
Amendment No. 1 to Registration Statement on Form S-1 filed May 17, 2024
General
1.We note your response to previous comment 1 and reissue comment 1 in part. 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.
Revise your disclosure in this registration statement, including your risk factor disclosure,
to adequately disclose and highlight that it is the sponsor/private placement
investors/PIPE investors (and not just selling securityholders in general) that may
experience a positive rate of return compared to public securityholders.
FirstName LastNameJohn Schlaefer
Comapany NameGCT Semiconductor Holding, Inc.
May 22, 2024 Page 2
FirstName LastName
John Schlaefer
GCT Semiconductor Holding, Inc.
May 22, 2024
Page 2
Plan of Distribution, page 121
2.We note your disclosure on pages 121-122 that your selling securityholders may sell their
securities in one or more underwritten offerings on a firm commitment or best-efforts
basis. Please confirm your understanding that the retention by a selling stockholder of an
underwriter would constitute a material change to your plan of distribution requiring a
post-effective amendment. Refer to your undertaking provided pursuant to Item
512(a)(1)(iii) of Regulation S-K.
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