SecProbe.io

CORRESP
 1
 filename1.htm

 GCT Semiconductor Holding, Inc.
 2290 North 1st Street, Suite 201
 San Jose, California 95131
 (408) 434-6040

 June 4, 2025

 VIA EDGAR

 Securities and Exchange Commission
 Division of Corporation Finance
 100 F. Street, N.E.
 Washington, D.C. 20549

 Attention: Ms. Jennifer Angelini and Ms. Erin Purnell

 Re: GCT Semiconductor Holding, Inc.
 Amendment to Registration Statement on Form S-3
 Filed May 13, 2025
 File No. 333-286704

 Ladies and Gentlemen:
 In accordance with Rule 461 under the Securities Act of 1933, as amended, GCT Semiconductor Holding, Inc. (the “Registrant”) respectfully requests that
 the effective date of the above-referenced Registration Statement on Form S-3 be accelerated so that the same will become effective at 4:00 PM EST on June 6, 2025, or as soon thereafter as is practicable.

 The Registrant hereby authorizes Albert Lung and David Bionghi, of Morgan, Lewis & Bockius LLP to orally modify or withdraw this request for acceleration.

 Please contact Albert Lung at (650) 843-7263 or albert.lung@morganlewis.com or David Bionghi at (212) 309-6138 or david.bionghi@morganlewis.com with any questions you
 may have concerning this request, and please notify them when this request for acceleration has been granted.

 Very truly yours,
 GCT Semiconductor Holding, Inc.

 By: /s/ John Schlaefer

 Name: John Schlaefer
 Title: Chief Executive Officer

CORRESP
 1
 filename1.htm

 May 30, 2025

 VIA EDGAR

 CONFIDENTIAL

 U.S. Securities and Exchange Commission
Division of Corporation Finance

 Office of Manufacturing
100 F. Street, N.E.

 Washington, D.C. 20549

 Attn: Jennifer Angelini and Erin Purnell

 Re:          GCT Semiconductor
Holding, Inc.

 Amendment to Registration Statement on Form S-3

 File No. 333-286704

 Filed May 13, 2025

 To the addressees set forth above:

 On behalf of our client, GCT Semiconductor Holding, Inc.
(the "Company"), we submit this letter in response to comments from the staff (the "Staff") of the U.S. Securities
and Exchange Commission (the "SEC") contained in its letter dated May 20, 2025, relating to the above referenced Amended
Registration Statement on Form S-3 (the "Registration Statement"). Concurrently herewith, the Company is submitting an
Amendment No. 2 to the Registration Statement on Form S-3 (the "Amended Registration Statement").

 For the Staff's convenience, the Staff's
comments have been stated below in their entirety in bold and italicized texts, followed by the corresponding responses from the Company.
Except for any page references appearing in the headings or the Staff's comments (which are references to the Registration
Statement), all page references herein correspond to the page of the Amended Registration Statement. Capitalized terms used
but not defined in this letter have the meanings ascribed to such terms in the Amended Registration Statement. Where appropriate, changes
conforming to those noted in responses have also been made elsewhere in the prospectus.

 Morgan, Lewis & Bockius LLP

 101 Park Avenue New York, NY 10178-0060

 +1.212.309.6000

 United States

 +1.212.309.6001

 Securities and Exchange Commission

 May 30, 2025

 Page 2

 Amendment to Form S-3 filed May 13,
2025

 General

 1. We note your response to prior comment 2, but are unable to concur with your analysis. In order
to conduct this offering consistent with Rule 415(a)(1)(i) of the Securities Act and item 501(b)(3) of Regulation S-K,
the securities to be offered for resale must be on a recognized and established trading market. Because the private placement warrants
and Anapass warrants are not listed or traded on any such market, you must disclose the fixed price at which those securities will be
offered for the duration of the offering or until they are listed or quoted on a market.

 Response: The Company
respectfully notes that Instruction 2 to Item 501(b)(3) of Regulation S-K provides that "if it is impracticable
to state the price to the public" the issuer must "explain the method by which the price is to be determined." Because
the private placement warrants and Anapass warrants will be resold in privately negotiated transactions by selling security holders at
various times and in various manners, it is impracticable for the Company to state in the Registration Statement a fixed price at which
such warrants will be sold. The Company does not have any control over when and how such selling security holders of warrants will sell
the warrants or the underlying shares of common stock, nor are such selling security holders required to notify the Company when such
sales occur, except in cases where the selling security holders exercise the warrants.

 The Company respectfully
advises the Staff that the prospectus contained in the Amended Registration Statement has been revised on the cover page and pages 6,
18, and 30 to include disclosure indicating that the price at which the private placement warrants and Anapass warrants will be sold will
depend, in part, on the manner and timing of such sales, but, in any event, that the Company expects that the price will likely be derived
from the market price of its common stock and public warrants traded on The New York Stock Exchange.

 Cover Page

 2. We note your response to prior comment 5 and reissue it. Your revised cover page should separately
disclose the information required by Item 501(b)(3) of Regulation S-K with respect to the (i) shares being offered, which may
explain or cross-reference the method of a market or negotiated price pursuant to instruction 2 thereto, and (ii) private placement
warrants and Anapass warrants, which should be offered at a fixed price as outline in comment 1 above. Additionally revise your plan of
distribution section to clearly distinguish the method at which shares may be offered for resale from the fixed price at which the warrants
are being offered for resale.

 Response: In response
to the Staff's comment, the Company respectfully advises the Staff that it has revised the disclosure on the cover page and page 30
of the Amended Registration Statement.

 Securities and Exchange Commission

 May 30, 2025

 Page 3

 Description of Securities

 Certain Anti-Takeover Provisions of Delaware
Law

 Forum Selection, page 27

 3. We note your revisions in response to prior comment 1. Please further address the following items:

 · With respect to the private placement warrants, additionally disclose that the exclusive forum provisions
will not apply to actions arising under the Exchange Act or any other claim for which the federal district courts of the United States
of America are the sole and exclusive forum, consistent with Section 9.3 of the agreement filed as Exhibit 4.3

 Response: In response
to the Staff's comment, the Company respectfully advises the Staff that it has revised the disclosure on page 28 of the Amended Registration
Statement.

 · We note the exclusive forum provisions governing the private placement warrants apply to Securities
Act claims. Additionally disclose that there is uncertainty as to whether a court would enforce such provisions, and that investors cannot
waive compliance with the federal securities laws and the rules and regulations thereunder.

 Response: In response
to the Staff's comment, the Company respectfully advises the Staff that it has revised the disclosure on page 28 of the Amended Registration
Statement.

 · We note your disclosure that, "[O]ur warrant agreement governing the Anapass warrants designate
the courts of the State of California as the sole and exclusive forum for certain types of actions and proceedings that may be initiated
by holders of our Anapass Warrants." However, we are unable to locate this provision within the warrant filed as Exhibit 4.4
or agreement filed as Exhibit 10.1. Revise accordingly, including disclosure as to whether purchasers of Anapass warrants are subject
to the Delaware exclusive forum provisions in your charter, or advise.

 Response: In
response to the Staff's comment, the Company respectfully advises the Staff that it has revised the disclosure on page 28 of
the Amended Registration Statement.

 Exhibits

 4. We note your response to prior comment 3 and reissue it in part. Please file a revised opinion that
covers the 500,000 shares underlying your convertible promissory note on a "when-issued" basis. Refer to Sections II.B.1.b
and II.B2.h of Staff Legal Bulletin 19.

 Response: In response
to the Staff's comment, the Company respectfully advises the Staff that it has revised the Exhibit 5.1 to the Amended Registration
Statement.

 Please do not hesitate to contact the undersigned
at +1.650.843.7263 or David Bionghi at +1.212.309.6138 with any questions you may have regarding this submission.

 Very truly yours,

 /s/ Albert Lung

 Albert Lung

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 20, 2025

John Schlaefer
Chief Executive Officer
GCT Semiconductor Holding, Inc.
2290 North 1st Street, Suite 201
San Jose, CA 95131

 Re: GCT Semiconductor Holding, Inc.
 Amendment to Registration Statement on Form S-3
 File No. 333-286704
 Filed May 13, 2025
Dear John Schlaefer:

 We have reviewed your amended registration statement and have the
following
comments.

 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 1, 2025,
letter.

Amendment to Form S-3 filed May 13, 2025
General

1. We note your response to prior comment 2, but are unable to concur with
your
 analysis. In order to conduct this offering consistent with Rule
415(a)(1)(i) of the
 Securities Act and Item 501(b)(3) of Regulation S-K, the securities to
be offered for
 resale must be on a recognized and established trading market. Because
the private
 placement warrants and Anapass warrants are not listed or traded on any
such market,
 you must disclose the fixed price at which those securities will be
offered for the
 duration of the offering or until they are listed or quoted on a market.
 May 20, 2025
Page 2
Cover Page

2. We note your response to prior comment 5 and reissue it. Your revised
cover page
 should separately disclose the information required by Item 501(b)(3) of
Regulation
 S-K with respect to the (i) shares being offered, which may explain or
cross-reference
 the method of a market or negotiated price pursuant to Instruction 2
thereto, and (ii)
 private placement warrants and Anapass warrants, which should be offered
at a fixed
 price as outlined in comment 1 above. Additionally revise your plan of
distribution
 section to clearly distinguish the method at which shares may be offered
for resale
 from the fixed price at which the warrants are being offered for resale.
Description of Securities
Certain Anti-Takeover Provisions of Delaware Law
Forum Selection, page 27

3. We note your revisions in response to prior comment 1. Please further
address the
 following items:
 With respect to the private placement warrants, additionally
disclose that the
 exclusive forum provisions will not apply to actions arising under
the Exchange
 Act or any other claim for which the federal district courts of the
United States of
 America are the sole and exclusive forum, consistent with Section
9.3 of the
 agreement filed as Exhibit 4.3
 We note the exclusive forum provisions governing the private
placement warrants
 apply to Securities Act claims. Additionally disclose that there is
uncertainty as to
 whether a court would enforce such provisions, and that investors
cannot waive
 compliance with the federal securities laws and the rules and
regulations
 thereunder. In this regard, we note that Section 22 of the
Securities Act creates
 concurrent jurisdiction for federal and state courts over all suits
brought to
 enforce any duty or liability created by the Securities Act or the
rules and
 regulations thereunder.
 We note your disclosure that, "[O]ur warrant agreement governing the
Anapass
 Warrants designate the courts of the State of California as the sole
and exclusive
 forum for certain types of actions and proceedings that may be
initiated by holders
 of our Anapass Warrants." However, we are unable to locate this
provision within
 the warrant filed as Exhibit 4.4 or agreement filed as Exhibit 10.1.
Revise
 accordingly, including disclosure as to whether purchasers of
Anapass warrants
 are subject to the Delaware exclusive forum provisions in your
charter, or advise.
Exhibits

4. We note your response to prior comment 3 and reissue it in part. Please
file a revised
 opinion that covers the 500,000 shares underlying your convertible
promissory note
 on a "when-issued" basis. Refer to Sections II.B.1.b and II.B.2.h of
Staff Legal
 Bulletin 19.
 May 20, 2025
Page 3

 Please contact Jennifer Angelini at 202-551-3047 or Erin Purnell at
202-551-3454
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Albert Lung
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 May 13, 2025

 VIA EDGAR

 CONFIDENTIAL

 U.S. Securities and Exchange Commission
Division of Corporation Finance

 Office of Manufacturing
100 F. Street, N.E.

 Washington, D.C. 20549

 Attn: Jennifer Angelini and Erin Purnell

 Re:
 GCT Semiconductor Holding, Inc.

 Registration Statement on Form S-3

 File No. 333-286704

 Filed April 23, 2025

 To the addressees set forth above:

 On behalf of our client, GCT Semiconductor Holding,
Inc. (the "Company"), we submit this letter in response to comments from the staff (the "Staff") of the U.S. Securities
and Exchange Commission (the "SEC") contained in its letter dated May 1, 2025, relating to the above referenced Registration
Statement on Form S-3 (the "Registration Statement"). Concurrently herewith, the Company is submitting an Amended Registration
Statement on Form S-3 (the "Amended Registration Statement").

 For the Staff's convenience, the Staff's
comments have been stated below in their entirety, followed by the corresponding responses from the Company bolded and italicized texts.
Except for any page references appearing in the headings or the Staff's comments (which are references to the Registration Statement),
all page references herein correspond to the page of the Amended Registration Statement. Capitalized terms used but not defined in this
letter have the meanings ascribed to such terms in the Amended Registration Statement. Where appropriate, changes conforming to those
noted in responses have also been made elsewhere in the prospectus.

 Morgan, Lewis & Bockius llp

 101 Park Avenue New York, NY 10178-0060
 +1.212.309.6000

 United States
 +1.212.309.6001

 Securities and Exchange Commission

 May 13, 2025

 Page 2

 Form S-3 filed April 23, 2025

 General

 1. We note that you are registering the
 resale of up to (i) 6,580,000 warrants issued to the sponsors in connection with the initial
 public offering of Concord Acquisition Corp III and allocated to an affiliated stockholder
 upon consummation of your business combination ("sponsor warrants") and (ii)
 and 148,320 warrants issued to Anapass, Inc. pursuant to a securities purchase agreement
 on September 26, 2024 ("Anapass warrants"). Please address the following items.

 · Revise
 the Description of Securities section to fully discuss the sponsor warrants and Anapass warrants,
 identifying all material terms and conditions. Your disclosure should clearly distinguish
 these warrants from each other, and from your public warrants

 Response :
In response to the Staff's comment, the Company respectfully advises the Staff that it has revised the disclosure on pages 19 -
25 of the Amended Registration Statement.

 · Revise
 usage of the defined term "Warrants," which includes both public and private
 warrants, to avoid ambiguity. For example, and without limitation, revised disclosure should
 clarify that only public warrants are listed on the New York Stock Exchange, if true.

 Response :
In response to the Staff's comment, the Company respectfully advises the Staff that it has revised the disclosure on the cover
page and on pages 6, 19 – 24 and 29 of the Amended Registration Statement.

 · File
 the warrant agreement and certificate, if any, as exhibits, clearly identifying these in
 relation to the warrants being offered. In this regard, we note the Anapass warrant agreement
 appears to be filed as Exhibit 4.4 to your Form 10-K, but is not listed in the registration
 statement exhibit index.

 Response :
In response to the Staff's comment, the Company respectfully advises the Staff that it has revised the exhibit index to the Amended
Registration Statement.

 · We
 further note Exhibits 4.2 and 4.3 both appear to be sponsor warrant agreements, notwithstanding
 that Exhibit 4.2 is identified as a warrant certificate; revise to reconcile. Additionally
 clarify which agreement governs the sponsor warrants; in this regard, we note that Exhibit
 4.3 includes provisions regarding Additional Issuances in Section 4.4(ii) that do not appear
 in Exhibit 4.2.

 Response :
In response to the Staff's comment, the Company respectfully advises the Staff that it has filed the warrant certificate as Exhibit
4.2 to the Amended Registration Statement. The Company also respectfully advises the Staff that the warrant agreement filed as Exhibit
4.3 to the Amended Registration Statement governs the sponsor warrants.

 · Include
 disclosure regarding exclusive forum provisions contained in the relevant warrant agreements,
 clarifying whether and how your charter provisions discussed on page 22 apply to holders
 of sponsor and Anapass warrants.

 Securities and Exchange Commission

 May 13, 2025

 Page 3

 Response :
In response to the Staff's comment, the Company respectfully advises the Staff that it has revised the disclosure on page 27 of
the Amended Registration Statement.

 2. We note disclosure on page 24 that "sales
 may be made on one or more exchanges or in the over-the-counter market or otherwise, at prices
 and under terms then prevailing or at prices related to the then current market price or
 in negotiated transactions" and "sales may be at a fixed price or varying prices,
 which may be changed, or at market prices prevailing at the time of sale, at prices relating
 to prevailing market prices or at negotiated prices." However, while your common stock
 and public warrants are listed on the New York Stock Exchange, the sponsor warrants and Anapass
 warrants do not appear to have a recognized and established trading market. Accordingly,
 please revise to disclose a fixed price at which the selling securityholders will sell these
 warrants for the duration of the offering or until they are quoted on an exchange or trading
 market.

 Response :
The Company respectfully acknowledges the Staff's request to disclose the fixed price at which the selling securityholders will
sell their warrants, but notes that such disclosure is not required. Instruction 2 to Item 501(b)(3) of Regulation S-K provides
that the Company is not required to disclose the sales price of securities by selling securityholders "if it is impracticable to
state the price to the public" , in which case the issuer must "explain the method by which the price is to be determined."
Because the warrants will be resold in privately negotiated transactions by the selling securityholders at various times and in different
methods, and the Company does not have any control over such resales, including access to pricing information, it is impracticable for
the Company to state in the Registration Statement a fixed price at which the warrants will be sold by selling securityholders.

 The Company
respectfully advises the Staff that the Amended Registration Statement has been revised on the cover page and pages 6, 25, 29 and
31 to include disclosure indicating that (a) that there is no established public trading market for the warrants and that the Company
does not intend to apply for listing of the warrants on any securities exchange or recognized trading system, (b) that sales of the warrants,
if any, will be made in privately negotiated transactions, and (c) that the sales price for warrants will be determined in such privately
negotiated transactions.

 3. We note you are registering the resale
 of 500,000 shares underlying a convertible promissory note. Please revise your disclosure
 to clarify whether these shares have been issued. In this regard, we note disclosure on page
 36 that refers to these shares as "issuable," yet the legal opinion filed as
 Exhibit 5.1 includes them in issued shares. If some or all of these shares are issuable,
 tell us why you are not registering their primary issuance (i.e., in addition to the 26,273,653
 shares underlying warrants) and file a revised opinion that covers them on a "when-issued"
 basis. Refer to Sections II.B.1.b and II.B.2.h of Staff Legal Bulletin 19

 Response :
In response to the Staff's comment, the Company respectfully advises the Staff that it has revised the disclosure on the cover
page and page 7 of the Amended Registration Statement and the legal opinion filed as Exhibit 5.1 to the Amended Registration Statement.

 Additionally, in
response to the Staff's comment, the Company respectfully advises the Staff that the Convertible Promissory Note was issued in
reliance on the exemption from registration provided in Section 4(a)(2) of the Securities Act of 1933, as amended, for transactions not
involving any public offering and the shares of common stock issuable upon conversion of the Convertible Promissory Note would also be
issuable in reliance of Section 4(a)(2) of the Securities Act of 1933, as amended. Gogo Business Aviation LLC is an "accredited
investor" as defined in Rule 501(a) of Regulation D.

 Securities and Exchange Commission

 May 13, 2025

 Page 4

 4. We note disclosure on page 27 that some
 of the shares being offered are subject to lock-up restrictions, including pursuant to the
 Amended and Restated Registration Rights Agreement. Please revise to fully discuss the lock-up
 restrictions and file related agreements, including the Registration Rights Agreement and
 amendments thereto, as exhibits to your registration agreement.

 Response :
In response to the Staff's comment, the Company respectfully advises the Staff that it has revised the disclosure on page 32 of
the Amended Registration Statement to reflect that none of the shares being offered are subject to lock-up restrictions, as those restrictions
have since expired.

 Cover Page

 5. Please revise your prospectus cover to
 disclose the information required by Item 501(b)(3) of Regulation S-K.

 Response :
In response to the Staff's comment, the Company respectfully advises the Staff that it has revised the disclosure on the cover
page of the Amended Registration Statement.

 6. We note the legal opinion (1) defines
 "Resale Warrants" to include the sponsor warrants and Anapass warrants; (2) opines
 that, "The Resale Warrants constitute valid and binding obligations of the Company,
 enforceable against the Company in accordance with their terms under the laws of the state
 of California;" and (3) indicates that, "The opinions expressed herein are limited
 to the DGCL and the laws of the State of New York, and we express no opinion with respect
 to the laws of any other state or jurisdiction." We further note that the sponsor warrants
 appear to be governed by New York, and not California, law per Section 9.3 of the warrant
 agreement filed as Exhibit 4.3. Please file a revised legal opinion that covers the sponsor
 warrants under New York law and the Anapass warrants under California law, without a limitation
 as to the jurisdiction counsel is opining upon. Refer to Sections II.B.3.b and c of Staff
 Legal Bulletin 19.

 Response :
In response to the Staff's comment, the Company respectfully advises the Staff that it has revised Exhibit 5.1 of the Amended Registration
Statement.

 Please do not hesitate to contact the undersigned
at +1.650.843.7263 or David Bionghi at +1.212.309.6138 with any questions you may have regarding this submission.

 Very truly yours,

 /s/ Albert Lung

 Albert Lung

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 May 1, 2025

John Schlaefer
Chief Executive Officer
GCT Semiconductor Holding, Inc.
2290 North 1st Street, Suite 201
San Jose, CA 95131

 Re: GCT Semiconductor Holding, Inc.
 Registration Statement on Form S-3
 File No. 333-286704
 Filed April 23, 2025
Dear John Schlaefer:

 We have conducted a limited review of your registration statement and
have the
following comments.

 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.

Form S-3 filed April 23, 2025
General

1. We note that you are registering the resale of up to (i) 6,580,000
warrants issued to the
 sponsors in connection with the initial public offering of Concord
Acquisition Corp III
 and allocated to an affiliated stockholder upon consummation of your
business
 combination ("sponsor warrants") and (ii) and 148,320 warrants issued
 to Anapass, Inc. pursuant to a securities purchase agreement on
September 26, 2024
 ("Anapass warrants"). Please address the following items:

 Revise the Description of Securities section to fully discuss the
sponsor warrants
 and Anapass warrants, identifying all material terms and conditions.
Your
 disclosure should clearly distinguish these warrants from each
other, and from
 your public warrants.
 May 1, 2025
Page 2

 Revise usage of the defined term "Warrants," which includes both
public and
 private warrants, to avoid ambiguity. For example, and without
limitation, revised
 disclosure should clarify that only public warrants are listed on the
New York
 Stock Exchange, if true.
 File the warrant agreement and certificate, if any, as exhibits,
clearly identifying
 these in relation to the warrants being offered. In this regard, we
note the Anapass
 warrant agreement appears to be filed as Exhibit 4.4 to your Form
10-K, but is not
 listed in the registration statement exhibit index.
 We further note Exhibits 4.2 and 4.3 both appear to be sponsor
warrant
 agreements, notwithstanding that Exhibit 4.2 is identified as a
warrant certificate;
 revise to reconcile. Additionally clarify which agreement governs the
sponsor
 warrants; in this regard, we note that Exhibit 4.3 includes
provisions regarding
 Additional Issuances in Section 4.4(ii) that do not appear in Exhibit
4.2.
 Include disclosure regarding exclusive forum provisions contained
in the relevant
 warrant agreements, clarifying whether and how your charter
provisions discussed
 on page 22 apply to holders of sponsor and Anapass warrants.
2. We note disclosure on page 24 that "sales may be made on one or more
exchanges or
 in the over-the-counter market or otherwise, at prices and under terms
then prevailing
 or at prices related to the then current market price or in negotiated
transactions" and
 "sales may be at a fixed price or varying prices, which may be changed,
or at market
 prices prevailing at the time of sale, at prices relating to prevailing
market prices or at
 negotiated prices." However, while your common stock and public warrants
are listed
 on the New York Stock Exchange, the sponsor warrants and Anapass warrants
do not
 appear to have a recognized and established trading market. Accordingly,
please
 revise to disclose a fixed price at which the selling securityholders
will sell these
 warrants for the duration of the offering or until they are quoted on an
exchange or
 trading market.
3. We note you are registering the resale of 500,000 shares underlying a
convertible
 promissory note. Please revise your disclosure to clarify whether these
shares have
 been issued. In this regard, we note disclosure on page 36 that refers to
these shares as
 "issuable," yet the legal opinion filed as Exhibit 5.1 includes them in
issued shares. If
 some or all of these shares are issuable, tell us why you are not
registering
 their primary issuance (i.e., in addition to the 26,273,653 shares
underlying warrants)
 and file a revised opinion that covers them on a "when-issued" basis.
Refer to Sections
 II.B.1.b and II.B.2.h of Staff Legal Bulletin 19.
4. We note disclosure on page 27 that some of the shares being offered are
subject to
 lock-up restrictions, including pursuant to the Amended and Restated
Registration
 Rights Agreement. Please revise to fully discuss the lock-up restrictions
and file
 related agreements, including the Registration Rights Agreement and
amendments
 thereto, as exhibits to your registration agreement.
Cover Page

5. Please revise your prospectus cover to disclose the information required
by Item
 501(b)(3) of Regulation S-K.
 May 1, 2025
Page 3

Exhibits

6. We note the legal opinion (1) defines "Resale Warrants" to include the
sponsor
 warrants and Anapass warrants; (2) opines that, "The Resale Warrants
constitute valid
 and binding obligations of the Company, enforceable against the Company
in
 accordance with their terms under the laws of the state of California;"
and (3)
 indicates that, "The opinions expressed herein are limited to the DGCL
and the laws
 of the State of New York, and we express no opinion with respect to the
laws of any
 other state or jurisdiction." We further note that the sponsor warrants
appear to be
 governed by New York, and not California, law per Section 9.3 of the
warrant
 agreement filed as Exhibit 4.3. Please file a revised legal opinion that
covers the
 sponsor warrants under New York law and the Anapass warrants under
California
 law, without a limitation as to the jurisdiction counsel is opining
upon. Refer
 to Sections II.B.3.b and c of Staff Legal Bulletin 19.
 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 Jennifer Angelini at 202-551-3047 or Erin Purnell at
202-551-3454
with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Albert Lung
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 GCT Semiconductor Holding, Inc.
 2290 North 1st Street, Suite 201
 San Jose, California 95131
 (408) 434-6040

 April 28, 2025

 VIA EDGAR

 Securities and Exchange Commission
 Division of Corporation Finance
 100 F. Street, N.E.
 Washington, D.C. 20549

 Re: GCT Semiconductor Holding, Inc.
 Registration Statement on Form S-3
 Filed April 23, 2025
 File No. 333-286713

 Ladies and Gentlemen:

 In accordance with Rule 461 under the Securities Act of 1933, as amended, GCT Semiconductor Holding, Inc. (the “Registrant”) respectfully requests that the effective date of the above-referenced Registration Statement
 on Form S-3 be accelerated so that the same will become effective at 4:30 PM EST on April 30, 2025, or as soon thereafter as is practicable.

 The Registrant hereby authorizes Albert Lung and David Bionghi, of Morgan, Lewis & Bockius LLP to orally modify or withdraw this request for acceleration.

 Please contact Albert Lung at (650) 843-7263 or albert.lung@morganlewis.com or David Bionghi at (212) 309-6138 or david.bionghi@morganlewis.com with any questions you may have concerning this request, and please notify
 them when this request for acceleration has been granted.

 Very truly yours,
 GCT Semiconductor Holding, Inc.

 By: /s/ John Schlaefer
 Name: John Schlaefer
 Title: Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 28, 2025

John Schlaefer
Chief Executive Officer
GCT Semiconductor Holding, Inc.
2290 North 1st Street, Suite 201
San Jose, CA 95131

 Re: GCT Semiconductor Holding, Inc.
 Registration Statement on Form S-3
 File No. 333-286713
 Filed April 23, 2025
Dear John Schlaefer:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Jennifer Angelini at 202-551-3047 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
cc: Albert Lung
</TEXT>
</DOCUMENT>

CORRESP
 1
 filename1.htm

 GCT Semiconductor Holding, Inc.
 2290 North 1st Street, Suite 201
 San Jose, California 95131
 (408) 434-6040

 April 7, 2025

 VIA EDGAR

 Securities and Exchange Commission
 Division of Corporation Finance
 100 F. Street, N.E.
 Washington, D.C. 20549

 Attention: Erin Donahue

 Re: GCT Semiconductor Holding, Inc.
 Registration Statement on Form S-3
 Filed April 1, 2025
 File No. 333-286316

 Ladies and Gentlemen:
 In accordance with Rule 461 under the Securities Act of 1933, as amended, GCT Semiconductor Holding, Inc. (the “Registrant”) respectfully
 requests that the effective date of the above-referenced Registration Statement on Form S-3 be accelerated so that the same will become effective at 4:30 PM EST on April 9, 2025, or as soon thereafter as is practicable.

 The Registrant hereby authorizes Albert Lung and Lixin Ayrik, of Morgan, Lewis & Bockius LLP to orally modify or withdraw this request for acceleration.

 Please contact Albert Lung at (650) 843-7263 or albert.lung@morganlewis.com or Lixin Ayrik at (213) 612-2694 or lixin.ayrik@morganlewis.com with any questions you
 may have concerning this request, and please notify them when this request for acceleration has been granted.

 Very truly yours,

 GCT Semiconductor Holding, Inc.

 By: /s/ John Schlaefer

 Name: John Schlaefer
 Title: Chief Executive Officer

<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
 April 4, 2025

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-3
 Filed April 1, 2025
 File No. 333-286316
Dear John Schlaefer:

 This is to advise you that we have not reviewed and will not review your
registration
statement.

 Please refer to Rules 460 and 461 regarding requests for acceleration.
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.

 Please contact Erin Donahue at 202-551-6063 with any questions.

 Sincerely,

 Division of
Corporation Finance
 Office of
Manufacturing
</TEXT>
</DOCUMENT>

CORRESP
1
filename1.htm

    GCT Semiconductor Holding, Inc.

    2290 North 1st Street, Suite 201

    San Jose, California 95131

    (408) 434-6040

    June 4, 2024

    VIA EDGAR

    Securities and Exchange Commission

    Division of Corporation Finance

    100 F. Street, N.E.

    Washington, D.C. 20549

    Attention: Mr. Eranga Dias

    Re: GCT Semiconductor Holding, Inc.

    Registration Statement on Form S-1

    Filed May 22, 2024

    File No. 333-279600

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, GCT Semiconductor Holding, Inc. (the “Registrant”) respectfully requests that the effective date
of the above-referenced Registration Statement on Form S-1 be accelerated so that the same will become effective at 4:00 PM EST on June
6, 2024, or as soon thereafter as is practicable.

The Registrant hereby authorizes Albert Lung and
David Bionghi, of Morgan, Lewis & Bockius LLP to orally modify or withdraw this request for acceleration.

Please contact Albert Lung at (650) 843-7263 or
albert.lung@morganlewis.com or David Bionghi at (212) 309-6138 or david.bionghi@morganlewis.com with any questions you may have concerning
this request, and please notify them when this request for acceleration has been granted.

    Very truly yours,

    GCT Semiconductor Holding, Inc.

    By: /s/ John Schlaefer

    Name: John Schlaefer

    Title: Chief Executive Officer

CORRESP
1
filename1.htm

GCT Semiconductor Holding, Inc.

2290 North 1st Street, Suite 201

San Jose, California 95131

(408) 434-6040

May 31, 2024

VIA EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F. Street, N.E.

Washington, D.C. 20549

Attention: Mr. Eranga Dias

Re: GCT Semiconductor Holding, Inc.

Registration Statement on Form S-1

Filed April 19, 2024

File No. 333-278809

Ladies and Gentlemen:

In accordance with Rule 461 under the Securities
Act of 1933, as amended, GCT Semiconductor Holding, Inc. (the “Registrant”) respectfully requests that the effective date
of the above-referenced Registration Statement on Form S-1 be accelerated so that the same will become effective at 4:00 PM EST on June
3, 2024, or as soon thereafter as is practicable.

The Registrant hereby authorizes Albert Lung and
David Bionghi, of Morgan, Lewis & Bockius LLP, to orally modify or withdraw this request for acceleration.

Please contact Albert Lung at (650) 843-7263
or albert.lung@morganlewis.com or David Bionghi at (212) 309-6138 or david.bionghi@morganlewis.com with any questions you may have concerning
this request, and please notify them when this request for acceleration has been granted.

    Very truly yours,

    GCT Semiconductor Holding, Inc.

    By:
    /s/ John Schlaefer

    Name:
    John Schlaefer

    Title:
    Chief Executive Officer

United States securities and exchange commission logo
May 28, 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 May 22, 2024
File No. 333-279600
Dear John Schlaefer:
            This is to advise you that we have not reviewed and will not review your registration
statement.
            Please refer to Rules 460 and 461 regarding requests for acceleration. 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.
            Please contact Eranga Dias at 202-551-8107 with any questions.
Sincerely,
Division of Corporation Finance
Office of Manufacturing

CORRESP
1
filename1.htm

May 23, 2024

VIA EDGAR SUBMISSION

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549-3561

    Re:

    GCT Semiconductor Holding, Inc.

    Amendment No. 1 to Registration Statement on Form S-1

    Filed May 17, 2024

    File No: 333-278809

Ladies and Gentlemen:

On behalf of GCT Semiconductor Holding, Inc. (the
 “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the United States Securities
and Exchange Commission (the “Commission”) contained in its letter dated May 22, 2024, relating to the above referenced Amendment
No. 1 to the Registration Statement on Form S-1 filed on May 17, 2024 (the “Amendment”), with respect to the Registration
Statement on Form S-1 filed April 19, 2024 (the “Registration Statement”). Concurrently herewith, the Company is filing Amendment
No. 2 to the Registration Statement (the “Amendment No. 2”).

For the Staff’s convenience, we have restated
the Staff’s comments below in their entirety in bold, followed by the corresponding responses from the Company. Except for any page
references appearing in the headings or the Staff’s comments (which are references to the Registration Statement), all page references
herein correspond to the page of the Amendment No. 2. Capitalized terms used but not defined in this letter have the meanings ascribed
to such terms in the Amendment No. 2. Where appropriate, changes conforming to those noted in responses have also been made elsewhere
in the Registration Statement.

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.

Response: The Company acknowledges
the Staff’s comment and has revised the cover page, and also revised the disclosure appearing on pages 3, 5, and 29-30 of Amendment
No. 2.

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.

Response: The Company acknowledges
the Staff’s comment and confirms its understanding, consistent with the undertaking required by Item 512(a)(1)(iii) of Regulation
S-K, that it will file a post-effective amendment to include any material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such information and has revised the disclosure appearing on page 122
of Amendment No. 2.

* * *

    1400 Page Mill Road

Palo Alto, CA 94304
    Tel. +1.650.843.4000

Fax: +1.650.843.4001

If you have any questions or comments regarding
these responses or require any additional information, please do not hesitate to contact me at +1(650) 843-7263 or David Bionghi at +1(212)
309-6138 with any questions regarding the foregoing.

    Very truly yours,

    Morgan, Lewis & Bockius LLP

    By:
    /s/ Albert Lung

    Name:
    Albert Lung

    cc:
    Edmond Cheng

Chief Financial Officer

GCT Semiconductor Holding, Inc.

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

CORRESP
1
filename1.htm

May 17,
2024

VIA EDGAR SUBMISSION

Securities and Exchange Commission

Division of Corporation Finance

Office of Manufacturing

100 F Street, NE

Washington, D.C. 20549-3561

    Re:

    GCT Semiconductor Holding, Inc.

    Registration Statement on Form S-1

    Filed April 19, 2024

    File No: 333-278809

Ladies and Gentlemen:

On behalf of GCT Semiconductor Holding, Inc. (the
 “Company”), we submit this letter in response to comments from the staff (the “Staff”) of the United States Securities
and Exchange Commission (the “Commission”) contained in its letter dated May 6, 2024, relating to the above referenced Registration
Statement on Form S-1 filed April 19, 2024 (the “Registration Statement”). Concurrently herewith, the Company is filing Amendment
No. 1 to the Registration Statement (the “Amendment No. 1”).

For the Staff’s convenience, we have restated
the Staff’s comments below in their entirety in bold, followed by the corresponding responses from the Company. Except for any page
references appearing in the headings or the Staff’s comments (which are references to the Registration Statement), all page references
herein correspond to the page of the Amendment No. 1. Capitalized terms used but not defined in this letter have the meanings ascribed
to such terms in the Amendment No. 1. Where appropriate, changes conforming to those noted in responses have also been made elsewhere
in the Registration Statement.

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.

Response: The Company acknowledges
the Staff’s comment and has revised the cover page, and also added the disclosure appearing on pages iii, 3-15, 28-30 and 57 of
Amendment No. 1.

  1400 Page Mill Road
  Tel. +1.650.843.4000

  Palo Alto, CA 94304
   Fax: +1.650.843.4001

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.

Response: The Company acknowledges
the Staff’s comment and has revised the Exhibit 5.1 of Amendment No. 1.

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.

Response: The Company acknowledges
the Staff’s comment and has revised the cover page accordingly, and also added the disclosure appearing on pages 4, 6-15, 28-30
and 121 of Amendment No. 1.

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.

Response: The Company acknowledges
the Staff’s comment and has revised the cover page, and also added the disclosure appearing on pages iii, 5-15, 28-30, 41 and 121
of Amendment No. 1.

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.

Response: The Company acknowledges
the Staff’s comment and has revised the cover page, and also added the disclosure appearing on pages 28-30 of Amendment No. 1.

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.

Response: The Company respectfully
advises the Staff that the Company has included an appropriate risk factor disclosure on pages 28-30 of the Amendment No. 1 in response
to the Staff’s comment.

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.

Response: The Company respectfully
advises the Staff that the Company has revised its disclosures on pages 66-67 of the Amendment No. 1 in response to the Staff’s
comment.

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.

Response: The Company respectfully
advises the Staff that the Company has revised its disclosures on pages 60 of the Amendment No. 1 in response to the Staff’s comment.

* * *

If you have any questions or comments regarding
these responses or require any additional information, please do not hesitate to contact me at +1(650) 843-7263 or David Bionghi at +1(212)
309-6138 with any questions regarding the foregoing.

    Very truly yours,

    Morgan, Lewis & Bockius LLP

    By:
    /s/ Albert Lung

    Name:
    Albert Lung

    cc:
    Edmond Cheng

 Chief Financial Officer

 GCT Semiconductor Holding, Inc.

United States securities and exchange commission logo
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

CORRESP
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Concord Acquisition Corp III

477 Madison Avenue, 22nd Floor

New York, New York 10022

February 12, 2024

Securities and Exchange Commission

Division of Corporate Finance

100 F Street, NE

Washington, DC 20549

    Attention:
    Eranga Dias

    Erin Purnell

    Re:

    Concord Acquisition Corp III

    Registration Statement on Form S-4

    File No. 333-275522

Ladies and Gentlemen:

Concord Acquisition Corp III
(the “Company”) hereby requests acceleration of the effective date of the above-referenced Registration Statement so
that it may become effective at 4:00 p.m. Eastern Time on February 14, 2024, or as soon as practicable thereafter, unless the Company
notifies you otherwise prior to such time.

Once the Registration Statement
has been declared effective, please contact our counsel, Jason Simon of Greenberg Traurig, LLP, at (703) 749-1386 to orally confirm that
event or if you have any questions or require additional information regarding this matter.

[Signature Page Follows]

    Very truly yours,

    Concord Acquisition Corp III

    By:
    /s/ Jeff Tuder

    Name:
    Jeff Tuder

    Title:
    Chief Executive Officer

    cc:
    Jason Simon

[Signature
Page to Acceleration Request]

CORRESP
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February 9, 2024

Securities and Exchange Commission

Office of Manufacturing

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549-3561

Attn: Eranga Dias and Erin Purnell

Re: Concord Acquisition Corp III

Amendment No. 4 to Registration Statement on Form S-4

File No: 333-275522

Dear Mr. Dias and Ms. Purnell:

On behalf of Concord
Acquisition Corp III (the “Company”), we are filing concurrently with this correspondence Amendment
No. 4 (“Amendment No. 4”) to the Company’s Registration Statement on Form S-4 (File
No. 333-275522), as previously amended (the “Registration Statement”). The purpose of Amendment No. 4
is to clarify the disclosure in a number of instances in the Registration Statement, including in the cover letter and on
pages v, 4, 47, 84 and 112, the timing of the funding of the “Note Financing” (as defined in the Registration
Statement).

If you have any questions
or comments concerning this submission or require any additional information, please do not hesitate to contact the undersigned at (703)
749-1386.

    Very truly yours,

    GREENBERG TRAURIG, LLP.

    By:
    /s/ Jason T. Simon

    Jason T. Simon, Esq.

cc: Jeff Tuder, Chief Executive Officer, Concord Acquisition Corp III

Greenberg Traurig, LLP

www.gtlaw.com

CORRESP
1
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January 31, 2024

Securities and Exchange Commission

Office of Manufacturing

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549-3561

 Re: Concord Acquisition Corp III

                                            Amendment No. 2 to Registration Statement on Form S-4

                                            Filed January 11, 2024

                                            File No: 333-275522

Dear Mr. Dias and Ms. Purnell:

On behalf of Concord Acquisition
Corp III (the “Company”), set forth below are the Company’s responses to the comments of the Staff (the
 “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
relating to the Company’s Amendment No. 2 to Registration Statement on Form S-4 (File No. 333-275522) (the “Registration
Statement”). An electronic version of Amendment No. 3 (“Amendment No. 3”) to the Registration
Statement has been concurrently filed with the Commission through its EDGAR system. The Registration Statement, as amended by Amendment
No. 3, is referred to as the “Amended Registration Statement.”

Set forth below are the responses
of the Company to the comments of the Staff’s letter to the Company, dated January 25, 2024, relating to the Registration
Statement. For ease of reference, the text of the comments in the Staff’s letter is reproduced in bold and italics herein. Unless
otherwise indicated, all references to page numbers in such responses are to page numbers in the Amended Registration Statement.
Capitalized terms used in this letter but not otherwise defined herein have the respective meanings ascribed to them in the Amended Registration
Statement.

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.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on page 116 of the Amended Registration Statement.

    Greenberg Traurig, LLP

    www.gtlaw.com

Securities
                                            and Exchange Commission

Office of Manufacturing

Division of Corporation Finance

January 31, 2024

Page 2

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.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on pages 62, 198 and 207 of the Amended Registration Statement.

If you have any questions
or comments concerning this submission or require any additional information, please do not hesitate to contact the undersigned at (703)
749-1386.

    Very truly yours,

    GREENBERG TRAURIG, LLP.

    By:
    /s/
    Jason T. Simon

    Jason T. Simon, Esq.

 cc: Jeff Tuder, Chief Executive Officer, Concord
                                            Acquisition Corp III

    Greenberg Traurig, LLP

    www.gtlaw.com

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

CORRESP
1
filename1.htm

January 10, 2024

Securities and Exchange Commission

Office of Trade & Services

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549-3561

 Re: Concord Acquisition Corp III

Amendment No. 1 to Registration Statement on Form S-4

Filed December 21, 2023

File No: 333-275522

Dear Mr. Dias and Ms. Purnell:

On behalf of Concord Acquisition
Corp III (the “Company”), set forth below are the Company’s responses to the comments of the Staff (the
 “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
relating to the Company’s Amendment No. 1 to Registration Statement on Form S-4 (File No. 333-275522) (the “Registration
Statement”). An electronic version of Amendment No. 2 (“Amendment No. 2”) to the Registration Statement
has been concurrently filed with the Commission through its EDGAR system. The Registration Statement, as amended by Amendment No. 2,
is referred to as the “Amended Registration Statement.”

Set forth below are the responses
of the Company to the comments of the Staff’s letter to the Company, dated January 5, 2024, relating to the Registration Statement.
For ease of reference, the text of the comments in the Staff’s letter is reproduced in bold and italics herein. Unless otherwise
indicated, all references to page numbers in such responses are to page numbers in the Amended Registration Statement. Capitalized
terms used in this letter but not otherwise defined herein have the respective meanings ascribed to them in the Amended Registration
Statement.

Greenberg Traurig, LLP

www.gtlaw.com

Securities and Exchange Commission

Office of Trade and Services

Division of Corporation Finance

January 10, 2024

Page 2

Amendment No. 1 to Registration Statement on Form S-4

Summary of the Proxy Statement/Prospectus

Certain Agreements Related to the Business Combination Agreement

PIPE Subscription Agreements; Convertible Note Financing,
page 3

 1. We note the disclosures that Concord III’s warrants include certain down-round provisions under which their exercise price
may be reduced if Concord III issues additional shares of common stock or securities convertible into or exercisable or exchangeable for
shares of its common stock for capital raising purposes in connection with the closing of its initial business combination at an issue
price of less than $9.20 per share and the adjustment provisions "may" be triggered by the issuance of the PIPE Shares and/or
the Note Financing Shares. Please clarify and expand the disclosures here, and throughout the filing, to clearly indicate the impact the
issuance of the PIPE Shares and/or the Note Financing Shares will have on Concord III's warrants.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 4, 47, 112 and 113 of the Amended
Registration Statement.

Unaudited Pro Forma Condensed Combined Financial Information,
page 63

 2. We note your response to prior comment 8 and the revised disclosures on page 67. As noted in
                                                                                                                          your response, please expand the disclosures on page 67 to clarify how the net tangible asset requirement is determined,
                                                                                                                          including that the calculation gives effect to redemptions from the Trust Account, the receipt of the PIPE and convertible note
                                                                                                                          financings, and other transactions contemplated to occur on the closing, including the payment of transaction expenses incurred and
                                                                                                                          is performed on a pre-combination basis based solely on the assets and liabilities of Concord III and excludes the assets and
                                                                                                                          liabilities of GCT. Please also revise related disclosures in the filing, including on pages 2, 99, and F-32, to be consistent
                                                                                                                          with the revised disclosures on page 67.

Response: In response to the Staff’s comment, the Company
has enhanced the disclosures related to the net tangible asset requirement throughout the Amended Registration Statement. Net tangible
assets are calculated by giving effect to the redemptions from the Trust Account, the receipt of the PIPE Financing and CVT Convertible
Notes, and other transactions contemplated to occur on the Closing, including the payment of Concord III and GCT transaction expenses
incurred and the forgiveness of the Concord III Sponsor Loan balances. The net tangible assets calculation is performed on a pre-combination
basis, includes the assets and liabilities of Concord III, and excludes the assets and liabilities of GCT. The Company has revised the
disclosures on page 75 of the Amended Registration Statement to reflect this method of calculation.
The Company respectfully advises the Staff that it has not revised the disclosure on page F-32, because the reference to the $5,000,001
net tangible asset threshold on that page is in the audited financial statements, and refers to the threshold that was in the Company’s
amended and restated certificate of incorporation in effect prior to the amendment effected in May 2023.

 3. We note your response to prior comment 11. As previously requested, please explain to us the terms of the Public Warrants and the
terms of the Private Warrants that preclude equity classification with more specificity, such as the details of the settlement terms upon
a change in control or similar transactions, including how you applied the guidance in ASC 815-40-55-2 through 815-40-55-6 when analyzing
the terms. In addition, please explain to us if and how you considered whether the transaction disclosed on page 184 and/or the consummation
of the business combination, which appear to eliminate the dual class structure of the common shares, impact your analysis under the guidance
referenced above.

Response: In response to the Staff’s comment, the Company
respectfully notes that the liability classification of the Public Warrants and Private Placement Warrants is driven by their settlement
provisions: (1) if there is no effective registration statement, the Public Warrants and Private Placement Warrants include a cap on the
number of shares to be issued in a cashless exercise, which is the only settlement option in this scenario; and (2) the Private Placement
Warrants are not subject to the redemption features established by the Warrant Agreement, and their settlement amount depends solely on
the party that holds these instruments. These provisions do not represent an input to the fair value of a fixed-for-fixed option or forward
on equity share, and that precludes equity classification under the indexation guidance, resulting in liability classification for these
instruments. Subsequent to the Transaction Closing, the applicable settlement provisions of the Public Warrants and Private Placement
Warrants will remain the same, and these instruments will remain liability-classified. The anticipated elimination of the dual-class common
stock structure does not impact this assessment after the Transaction Closing.

Greenberg Traurig, LLP

www.gtlaw.com

Securities and Exchange Commission

Office of Trade and Services

Division of Corporation Finance

January 10, 2024

Page 3

 4. We note the disclosure in note (2) to the table on page 68 states the number of Concord III's Class B Common Stock
excludes Sponsor shares forfeited of 0, 907,412, 1,412,165, and 1,916,913 under the No Redemptions scenario, 50% Redemptions scenario,
75% Redemptions scenario, and Maximum Redemptions scenarios, respectively. Please more fully disclose and explain the terms of the forfeiture
of Sponsor shares under each scenario since other disclosures throughout the filing appear to indicate that the forfeiture of the Sponsor
Earnout shares will be based on the weighted average price of shares of New GCT Common Stock equaling or exceeding certain minimum share
prices.

Response:
In response to the Staff’s comment, the Company has revised the disclosures on pages 16, 73 and 76 of the Amended
Registration Statement to explain that the number of Sponsors Shares to be forfeited at Closing is calculated as the ratio of the SPAC
Funding, after giving effect to the exercise of Concord III public stockholders redemption rights and any proceeds from the PIPE Financing
and CVT Convertible Notes not provided by GCT Insiders, divided by $40.0 million. The Sponsor Earnout Ratio is then multiplied by 1,920,375
(maximum number of Sponsor Earnout Shares) to determine the outstanding Sponsor Earnout Shares at Closing that are subject to the Sponsor
Earnout Targets.

 5. Refer to adjustment 2(DD) on page 76. Although expenses related to GCT are and may be accounted for as offering costs, it
appears to us that the expenses related to Concord III that have not yet been incurred should be recorded as expenses in the pro forma
statement of operations for the year ended December 31, 2022 instead of being recorded in equity. Please advise or revise.

Response:
In response to the Staff’s comment, the Company has revised the treatment of the estimated Concord III direct and incremental cash
transaction costs of $6.0 million within adjustment 2 (DD) to be recorded within accumulated deficit in the unaudited pro forma condensed
combined balance sheet. The Company has also added adjustment 2(BB) to record the estimated $6.0 million of direct and incremental transaction
costs in the unaudited pro forma condensed combined statement of operations for the year ended December 31, 2022. Therefore, the
Company has revised the disclosures on pages 84 and 86 of the Amended Registration Statement.

Greenberg Traurig, LLP

www.gtlaw.com

Securities and Exchange Commission

Office of Trade and Services

Division of Corporation Finance

January 10, 2024

Page 4

 6. Refer
                                            to adjustment 2(DDD) on page 76 and the current disclosures that it reflects Concord III's
                                            deferred underwriters' discount of $7 million for all scenarios and that in December 2023
                                            Concord III negotiated a reduction of the deferred underwriters' fees from $12.1 million
                                            to $5.1 million. We note disclosures on page 46, and throughout the filing, that on December
                                            8, 2023 Citi notified Concord III it waived its entitlement to the payment of deferred compensation
                                            in connection with its role as underwriter in Concord III's initial public offering. Please
                                            revise the disclosure here to address this inconsistency. Please also revise the disclosures
                                            that imply the adjustment is not shown in the pro form statement of operation because it
                                            is "non-recurring" and "not related to the ongoing business" since we
                                            assume the reason it is not included in the pro forma statement of operations is because
                                            the fee was initially recorded as an offering cost through equity and is being reversed.

Response: In response to the Staff’s comment, the Company
has revised the disclosures in adjustment 2 (DDD) and throughout the Amended Registration Statement to indicate that Citigroup Global
Markets waived its entitlement to the $7.0 million payment of deferred underwriting fee. Within adjustment 2 (DDD), the Company also revised
the disclosure to indicate that the adjustment is not included in the unaudited pro forma condensed combined statement of operations for
the year ended December 31, 2022 due to the fact that the initial fee was originally recorded as a transaction cost within additional
paid-in capital and is being reversed. The Company has revised the disclosures on page 84 of the Amended Registration
Statement. The expense related to the liability-classified warrants recognized upon Concord III’s initial public offering is not
material for purposes of the unaudited pro forma condensed combined financial information, so no additional transaction cost expense is
reflected.

Resignation of Citi, page 94

 7. We understand that Citi, an underwriter in your SPAC IPO, has waived the deferred underwriting commissions that would otherwise
be due to it upon the closing of the business combination. Please disclose how this waiver was obtained, why the waiver was agreed to,
and clarify the SPAC’s current relationship with Citi. Also revise your pro forma financial information and relevant disclosure
referring to the payment of deferred underwriting commissions.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages 104 and 105 of the Amended
Registration Statement.

 8. Please provide us with any correspondence between Citi and Concord III/GCT relating to Citi's resignation.

Response:
The Company is separately providing to the Staff a copy of email correspondence between the Company and Citi regarding Citi’s waiver
of the deferred underwriting compensation in full and execution of the fee waiver, and a copy of the letter, dated December 8, 2023,
between Citi and the Company, regarding Citi’s waiver of the deferred underwriting compensation.

Greenberg Traurig, LLP

www.gtlaw.com

Securities and Exchange Commission

Office of Trade and Services

Division of Corporation Finance

January 10, 2024

Page 5

 9. Please provide us with the engagement letter between Concord III/GCT and Citi. Please disclose any ongoing obligations of the Company
pursuant to the engagement letter that will survive the termination of the engagement, such as indemnification provisions, rights of first
refusal, and lockups, and discuss the impacts of those obligations on the Company in the registration statement.

Response:
The Company respectfully advises the Staff that there is no engagement letter between the Company and Citi relating to the Business
Combination. The ongoing obligations of the Company to Citi arise solely from the Underwriting Agreement between the Company and
Citi, which was filed by the Company as Exhibit 1.1 to its Current Report on Form 8-K on November 9, 2021. The
Company has revised the disclosure on pages 104 and 105 of the Amended Registration Statement to disclose the ongoing
obligations of the Company pursuant to the Underwriting Agreement.

 10. Please provide us with a letter from Citi stating whether it agrees with the statements made in your prospectus related to their
resignation and, if not, stating the respects in which they do not agree. Please revise your disclosure accordingly to reflect that you
have discussed the disclosure with Citi and it either agrees or does not agree with the conclusions and the risks associated with such
outcome. If Citi does not respond, please revise your disclosure to indicate you have asked and not received a response and disclose the
risks to investors. Additionally, please indicate that Citi withdrew from its role as IPO underwriter and forfeited its fees, if applicable,
and that the firm refused to discuss the reasons for its resignation and forfeiture of fees, if applicable, with management. Clarify whether
Citi performed substantially all the work to earn its fees.

Response:
The Company

United States securities and exchange commission logo
January 5, 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. 1 to Registration Statement on Form S-4
Filed December 21, 2023
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 December 8, 2023 letter.
Amendment No. 1 to Registration Statement on Form S-4
Summary of the Proxy Statement/Prospectus
Certain Agreements Related to the Business Combination Agreement
PIPE Subscription Agreements; Convertible Note Financing, page 3
1.We note the disclosures that Concord III’s warrants include certain down-round
provisions under which their exercise price may be reduced if Concord III issues
additional shares of common stock or securities convertible into or exercisable or
exchangeable for shares of its common stock for capital raising purposes in connection
with the closing of its initial business combination at an issue price of less than $9.20 per
share and the adjustment provisions "may" be triggered by the issuance of the PIPE
Shares and/or the Note Financing Shares. Please clarify and expand the disclosures here,
and throughout the filing, to clearly indicate the impact the issuance of the PIPE Shares
and/or the Note Financing Shares will have on Concord III's warrants.

 FirstName LastNameJeff Tuder
 Comapany NameConcord Acquisition Corp III
 January 5, 2024 Page 2
 FirstName LastNameJeff Tuder
Concord Acquisition Corp III
January 5, 2024
Page 2
Unaudited Pro Forma Condensed Combined Financial Information, page 63
2.We note your response to prior comment 8 and the revised disclosures on page 67. As
noted in your response, please expand the disclosures on page 67 to clarify how the net
tangible asset requirement is determined, including that the calculation gives effect to
redemptions from the Trust Account, the receipt of the PIPE and convertible note
financings, and other transactions contemplated to occur on the closing, including the
payment of transaction expenses incurred and is performed on a pre-combination basis
based solely on the assets and liabilities of Concord III and excludes the assets and
liabilities of GCT. Please also revise related disclosures in the filing, including on pages 2,
99, and F-32, to be consistent the revised disclosures on page 67.
3.We note your response to prior comment 11. As previously requested, please explain to us
the terms of the Public Warrants and the terms of the Private Warrants that preclude
equity classification with more specificity, such as the details of the settlement terms upon
a change in control or similar transactions, including how you applied the guidance in
ASC 815-40-55-2 through 815-40-55-6 when analyzing the terms. In addition, please
explain to us if and how you considered whether the transaction disclosed on page 184
and/or the consummation of the business combination, which appear to eliminate the dual
class structure of the common shares, impact your analysis under the guidance referenced
above.
4.We note the disclosure in note (2) to the table on page 68 states the number of Concord
III's Class B Common Stock excludes Sponsor shares forfeited of 0, 907,412, 1,412,165,
and 1,916,913 under the No Redemptions scenario, 50% Redemptions scenario, 75%
Redemptions scenario, and Maximum Redemptions scenarios, respectively.  Please more
fully disclose and explain the terms of the forfeiture of Sponsor shares under each
scenario since other disclosures throughout the filing appear to indicate that the forfeiture
of the Sponsor Earnout shares will be based on the weighted average price of shares
of New GCT Common Stock equaling or exceeding certain minimum share prices.
5.Refer to adjustment 2(DD) on page 76. Although expenses related to GCT are and may be
accounted for as offering costs, it appears to us that the expenses related to Concord III
that have not yet been incurred should be recorded as expenses in the pro forma statement
of operations for the year ended December 31, 2022 instead of being recorded in equity.
Please advise or revise.
6.Refer to adjustment 2(DDD) on page 76 and the current disclosures that it
reflects Concord III's deferred underwriters' discount of $7 million for all scenarios and
that in December 2023 Concord III negotiated a reduction of the deferred underwriters'
fees from $12.1 million to $5.1 million. We note disclosures on page 46, and throughout
the filing, that on December 8, 2023 Citi notified Concord III it waived its entitlement to
the payment of deferred compensation in connection with its role as underwriter in
Concord III's initial public offering. Please revise the disclosure here to address this
inconsistency. Please also revise the disclosures that imply the adjustment is not shown in

 FirstName LastNameJeff Tuder
 Comapany NameConcord Acquisition Corp III
 January 5, 2024 Page 3
 FirstName LastName
Jeff Tuder
Concord Acquisition Corp III
January 5, 2024
Page 3
the pro form statement of operation because it is "non-recurring" and "not related to the
ongoing business" since we assume the reason it is not included the pro forma statement
of operations is because the fee was initially recorded as an offering cost through equity
and is being reversed.
Resignation of Citi, page 94
7.We understand that Citi, an underwriter in your SPAC IPO, has waived the deferred
underwriting commissions that would otherwise be due to it upon the closing of the
business combination. Please disclose how this waiver was obtained, why the waiver was
agreed to, and clarify the SPAC’s current relationship with Citi. Also revise your pro
forma financial information and relevant disclosure referring to the payment of deferred
underwriting commissions.
8. Please provide us with any correspondence between Citi and Concord III/GCT relating to
Citi's resignation.
9.Please provide us with the engagement letter between Concord III/GCT and Citi. Please
disclose any ongoing obligations of the Company pursuant to the engagement letter that
will survive the termination of the engagement, such as indemnification provisions, rights
of first refusal, and lockups, and discuss the impacts of those obligations on the Company
in the registration statement.
10.Please provide us with a letter from Citi stating whether it agrees with the statements
made in your prospectus related to their resignation and, if not, stating the respects in
which they do not agree. Please revise your disclosure accordingly to reflect that you have
discussed the disclosure with Citi and it either agrees or does not agree with the
conclusions and the risks associated with such outcome. If Citi does not respond, please
revise your disclosure to indicate you have asked and not received a response and disclose
the risks to investors. Additionally, please indicate that Citi withdrew from its role as IPO
underwriter and forfeited its fees, if applicable, and that the firm refused to discuss the
reasons for its resignation and forfeiture of fees, if applicable, with management. Clarify
whether Citi performed substantially all the work to earn its fees.
11.Please revise your disclosure to highlight for investors that Citi's withdrawal indicates that
it does not want to be associated with the disclosure or underlying business analysis
related to the transaction. In addition, revise your disclosure to caution investors that they
should not place any reliance on the fact that Citi has been previously involved with the
transaction and/or the SPAC IPO.
12.Please describe what relationship existed between Citi and Concord III after the close of
the IPO, including any financial or merger-related advisory services conducted by Citi.
For example, clarify whether Citi had any role in the identification or evaluation of
business combination targets.

 FirstName LastNameJeff Tuder
 Comapany NameConcord Acquisition Corp III
 January 5, 2024 Page 4
 FirstName LastName
Jeff Tuder
Concord Acquisition Corp III
January 5, 2024
Page 4
13.We note your disclosure stating that Citi has not been involved in the preparation and
review of this proxy statement/prospectus. Tell us whether Citi was involved in the
preparation of any disclosure that is included in this registration statement/prospectus,
including any analysis underlying disclosure in the registration statement. If so, clarify
their involvement, whether they have retracted any work product associated with the
transaction, and the risk of such withdrawal and reliance on their expertise. Further, please
clarify that Citi claims no role in the SPAC’s business combination transaction and
whether it has affirmatively disclaimed any responsibility for any of the disclosure in this
registration statement.
14.Please tell us whether you are aware of any disagreements with Citi regarding the
disclosure in your registration statement/prospectus. Further, please revise your risk factor
disclosure to clarify that Citi was to be compensated, in part, on a deferred basis for its
underwriting services in connection with the SPAC IPO and such services have already
been rendered, yet Citi is waiving such fees and disclaiming responsibility for this
registration statement.
15.Disclose whether Citi provided you with any reasons for the fee waiver. If there was no
dialogue and you did not seek out the reasons why Citi was waiving deferred fees, despite
already completing their services, please indicate so in your registration statement.
Further, revise the risk factor disclosure to explicitly clarify that Citi has performed all
their obligations to obtain the fee and therefore is gratuitously waiving the right to be
compensated.
Intellectual Property, page 145
16.We note your disclosure that GCT entered into a research and development agreement
with Samsung in July 2020. Please file the agreement as an exhibit to the proxy
statement/prospectus or please explain why you do not believe that you are required to do
so.
Executive Compensation of GCT, page 147
17.Please revise your disclosure in this section to reflect the year ended December 31, 2023.
In addition, please make similar revisions to the disclosure on page 182 to the extent
applicable.
Notes to Financial Statements - Concord Acquisition Corp III
Note 7 - Subsequent Events, page F-24
18.Please address the following:
•On page 184, you disclose in connection with the Second Extension, the Sponsor and
the holders of Concord III Class B Class B Common Stock converted an aggregate of
8,624,999 shares of Concord III Class B Common Stock to shares of Concord III
Class A Common Stock, and following the Class B Conversion, there was one share
of Concord III Class B Common Stock outstanding, which is held by the Sponsor.

 FirstName LastNameJeff Tuder
 Comapany NameConcord Acquisition Corp III
 January 5, 2024 Page 5
 FirstName LastName
Jeff Tuder
Concord Acquisition Corp III
January 5, 2024
Page 5
•Throughout the filing, you disclose on December 8, 2023 Citi notified Concord III it
waived its entitlement to the payment of $6,999,425 of deferred compensation in
connection with its role as underwriter in Concord III's initial public offering.
Based on the date of the auditors' consent, please explain to us why these events are not
disclosed in the subsequent events note or revise the subsequent events note accordingly.
Exhibit Index, page II-2
19.We note that you have removed refences to a tax opinion to be filed as Exhibit 8.1. We
note also your disclosure on page 109 that each of Concord III and GCT intends and
expects the business combination to qualify as a reorganization within the meaning of
Section 368(a) of the Code. Please have counsel file an opinion as to the tax treatment of
the business combination. If counsel will be filing a short form opinion as Exhibit 8.1,
please ensure that the short-form opinion and the tax disclosure in the proxy
statement/prospectus both clearly state that the disclosure in the tax consequences section
of the proxy statement/prospectus is the opinion of the named counsel. Refer to Section
III.B.2. of Staff Legal Bulletin No. 19.
            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

CORRESP
1
filename1.htm

December 21, 2023

Securities and Exchange Commission

Office of Trade & Services

Division of Corporation Finance

100 F Street NE

Washington, D.C. 20549-3561

Re: Concord Acquisition Corp III

                                        Registration Statement on Form S-4

                                        Filed November 13, 2023

                                        File No: 333-275522

Dear Mr. Dias and Ms. Purnell:

On behalf of Concord Acquisition
Corp III (the “Company”), set forth below are the Company’s responses to the comments of the Staff (the
 “Staff”) of the Division of Corporation Finance of the Securities and Exchange Commission (the “Commission”)
relating to the Company’s Registration Statement on Form S-4 (File No. 333-275522) (the “Registration Statement”).
An electronic version of Amendment No. 1 (“Amendment No. 1”) to the Registration Statement has been concurrently
filed with the Commission through its EDGAR system. The Registration Statement, as amended by Amendment No. 1, is referred to as
the “Amended Registration Statement.”

Set forth below are the responses
of the Company to the comments of the Staff’s letter to the Company, dated December 8, 2023, relating to the Registration
Statement. For ease of reference, the text of the comments in the Staff’s letter is reproduced in bold and italics herein. Unless
otherwise indicated, all references to page numbers in such responses are to page numbers in the Amended Registration Statement.
Capitalized terms used in this letter but not otherwise defined herein have the respective meanings ascribed to them in the Amended Registration
Statement.

Registration Statement on Form S-4 Filed November 13,
2023

Certain Other Interests in the Business Combination, page 8

 1. We note that TD Cowen performed additional services after the IPO and
                                            the IPO underwriting fee was deferred and conditioned on completion of a business combination.
                                            Please quantify the aggregate fees payable to TD Cowen that are contingent on completion
                                            of the business combination.

Response: In response to the
Staff’s comment, the Company has revised the disclosure on page 8 of the Amended Registration Statement.

Greenberg Traurig, LLP

www.gtlaw.com

Securities and Exchange Commission

Office of Trade and Services

Division of Corporation Finance

December 21, 2023

Page 2

Summary Risk Factors, page 8

    2.
    We note that your introductory paragraph in this section refers readers to your annual and quarterly reports. Since you are not eligible to incorporate by reference at this time, please remove this statement and revise to include any risks that you believe to be material. Include a statement confirming that all material risks have been disclosed. Refer to Item 105 of Regulation S-K.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 16 of the Amended Registration Statement.

    3.
    Please revise to include the risk factor disclosure regarding the risks that you could be deemed to be an investment company as disclosed on page 15 of your definitive proxy statement on Schedule 14A filed October 13, 2023. Please update the second risk factor to indicate whether the trustee has liquidated the U.S. government treasury obligations or money market funds held in the trust account.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 53 of the Amended Registration Statement.

    4.
    Revise your disclosure here and in other relevant parts of the registration statement to highlight the risk that the sponsor will benefit from the completion of a business combination and may be incentivized to complete an acquisition of a less favorable target company or on terms less favorable to shareholders rather than liquidate.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on pages xv, 9, 39 and 82 of the Amended
Registration Statement.

Risks Related to GCT's Business

GCT has a history of losses, and ..., page 23

 5. Please revise your risk factor to clarify and more fully address the
                                            following:

 · In the second paragraph you disclose GCT may not be able to
                                            "sustain its revenue growth"; however, we note GCT’s annual and interim
net revenues declined by 35% in FY 2022 and 30% in FY 2023 relative to the comparative periods. Revise your disclosures to: eliminate
the reference to revenue growth; quantify and disclose the declines in net revenues GCT experienced during the periods presented; and
address any risks associated with the declining revenue trend.

Greenberg Traurig, LLP

www.gtlaw.com

Securities and Exchange Commission

Office of Trade and Services

Division of Corporation Finance

December 21, 2023

Page 3

 · In the third paragraph you disclose the failure to raise additional
                                            equity "may" adversely affect GCT’s ability to continue as a going concern;
                                            however, we note both GCT management and its auditors have concluded there is substantial
                                            doubt about GCT’s ability to continue as a going concern. Revise your disclosures that
                                            imply GCT’s ability to continue as a going concern may be adversely impacted to clearly
                                            disclose and discuss that GCT management and its auditors have concluded there is substantial
                                            doubt about GCT’s ability to continue as a going concern and address any risks associated
                                            with their conclusion.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 25 of the Amended Registration Statement.

Risks Related to GCT's Industry and Regulatory Environment,
page 23

 6. We note your disclosure stating that "[i]nflation, deflation and
                                            economic recessions that adversely affect the global economy and capital markets also adversely
                                            affect GCT’s customers and end consumers." Please update this risk factor if recent
                                            inflationary pressures have materially impacted GCT's operations. In this regard, identify
                                            the types of inflationary pressures GCT is facing and how its business has been affected.
                                            Also identify actions planned or taken, if any, to mitigate inflationary pressures.

Response:
In response to the Staff’s comment, the Company respectfully notes that historically GCT’s business operations and financial
performance have not been impacted materially by inflation or other types of inflationary pressures resulting from general economic conditions,
and GCT does not expect this trend to change in the foreseeable future. However, as already discussed in the risk factor on page 24, while
inflation and rising costs of living do not have material impact on GCT, it may affect some of GCT’s customers and end customers,
and these impacts were already discussed in the risk factor in question. Accordingly, GCT does not believe any additional disclosure is
required.

Greenberg Traurig, LLP

www.gtlaw.com

Securities and Exchange Commission

Office of Trade and Services

Division of Corporation Finance

December 21, 2023

Page 4

Risks Related to Concord III and the Business Combination

The Private Warrants are accounted for as liabilities and
..., page 50

    7.
    Please clarify the inconsistency between with the disclosures here and in the notes to the historical financial statements regarding the warrants. In this regard, we note your risk factor indicates Concord III's Private Warrants are accounted for as liabilities and could have a material impact on financial results; however, based on the notes to the historical financial statements, it appears both Concord III's Public Warrants and Private Warrants are accounted for as liabilities.

Response:
In response to the Staff’s comment, the Company has revised the disclosure on page 55 of the Amended Registration Statement to clarify
that both Concord III’s Public Warrants and Private Warrants are accounted for as liabilities.

Unaudited Pro Forma Condensed Combined
Financial Information, page 58

    8.
    We note your disclosure that one of the conditions to the Business Combination is that Concord III will have at least $5,000,001 of net tangible assets upon the consummation of the Closing, as disclosed on pages 2, 90, F-7, F-30, and A-56. We also note your disclosure on page 61 that under all redemption scenarios, the Post-Combination Company would have net tangible assets greater than $5,000,001. Based on the pro forma balance sheet, it is not clear to us how you made that determination or how any of the redemption scenarios satisfy the net tangible asset requirement. Please revise the filing to clarify and explain how you determined the net tangible asset requirement will be satisfied under each redemption scenario presented.

Response: In response to the Staff’s
comment, the Company notes that Section 8.1(d) of the Business Combination Agreement requires, as a condition to closing
of the Business Combination, that the SPAC must have a least $5,000,001 of net tangible assets (as determined in accordance with
Rule 3a51-1(g)(1) of the Exchange Act) remaining upon the consummation of the Business Combination, after giving effect to
redemptions from the Trust Account, the receipt of the PIPE and convertible note financing, and the other transactions contemplated
to occur on closing date, including the payment of transaction expenses incurred by the SPAC and GCT. The Company notes that this
closing condition is intended to ensure that the SPAC, immediately prior to closing, has sufficient cash in the trust account to
complete any redemption requested by stockholders. Accordingly, the calculation of net tangible assets (“NTA”) for this
purpose should be performed on a “pre-combination” basis based solely on the assets and liabilities of the SPAC, with
appropriate adjustments required in Section 8.1 (d), and excluding the assets and liabilities of GCT. In this regard, the
Company believes that the calculation should not be based on the unaudited pro forma condensed combined financial
information on a post-combination basis as set forth in the Unaudited Pro Forma Condensed Combined Financial Information. Therefore,
the Company has revised the disclosures on pages 67 to 68 of the Amended Registration Statement to reflect this method of
calculation. The following sets forth the calculation of NTA in various redemption scenarios:

Greenberg Traurig, LLP

www.gtlaw.com

Securities and Exchange Commission

Office of Trade and Services

Division of Corporation Finance

December 21, 2023

Page 5

    No Redemptions
    50% Redemptions
    75% Redemptions
    Maximum

 Redemptions

    Total Assets
      43,444
      43,444
      43,444
      43,444

    Redemptions
      -
      (21,027 )
      (31,541 )
      (42,054 )

    PIPE Financing
      29,914
      29,914
      29,914
      29,914

    CVT Financing
      18,300
      18,300
      18,300
      18,300

    Less: Unpaid SPAC Transaction Expenses
      (17,000 )
      (17,000 )
      (17,000 )
      (17,000 )

    Less: Unpaid GCT Transaction Expenses
      (15,302 )
      (15,302 )
      (15,302 )
      (15,302 )

    Less: Intangible Assets
      -
      -
      -
      -

    Less: Total Liabilities
      (21,661 )
      (21,661 )
      (21,661 )
      (21,661 )

    Add: Liabilities related to SPAC Transaction Expenses
      17,000
      17,000
      17,000
      17,000

    Add: Sponsor Loan balance
      1,664
      1,664
      1,664
      1,664

    Net Tangible Assets
    $ 56,359
    $ 35,332
    $ 24,818
    $ 14,305

    Threshold
    $ 5,000
    $ 5,000
    $ 5,000
    $ 5,000

    Difference
    $ 51,359
    $ 30,332
    $ 19,818
    $ 9,305

 9. Please revise the tabular presentation of pro forma shares on page 62
                                            to more fully address the following:

 · Explain how the numbers of shares presented in the table were
                                            determined for each stockholder group. For example, we note the shares related
to Concord III Public stockholders and Sponsor stockholders do not agree to Concord III's historical financial statements due to revisions
in share amounts subsequent to the historical balance sheet date. To the extent share amounts are not readily reconcilable, provide additional
footnotes to the table to disclose how the share amounts were determined.

 · Explain shares related to NRA investors.

 · Explain the purpose of and accounting for shares related to
                                            GCT Insider Incentive stockholders.

 · Each redemption scenario includes 521,268 shares identified
                                            as SPAC public stockholders-Incentive for Extension. We note disclosure on page 166
                                            that 782,001 shares of common stock were allocated to certain holders of Concord III Class A
                                            Common Stock in exchange for them agreeing not to redeem their shares of Concord III Class A
                                            Common Stock in connection with the Second Extension. Clarify whether these shares relate
                                            to the same transaction and reconcile the amounts. Alternatively, explain what transaction
                                            the 521,267 Incentive for Extension shares relate to and disclose how the 782,001 shares
                                            are reflected in the pro forma financial statements.

 · Explain or provide a cross reference to all potentially dilutive
                                            shares not included in the table, as disclosed in note 3 on page 70.

Response: In response to the
Staff’s comment, the Company has revised the pro forma disclosures in the Amended Registration Statement to more fully address
the following:

    a.
    On pages 66 to 69, the disclosures have been revised to explain the number of shares determined for each stockholder group in the table.

    b.
    On page 66, the disclosures have been revised to explain the shares to be issued to Concord III Public Stockholders that have entered into Non-Redemption Agreements.

Greenberg Traurig, LLP

www.gtlaw.com

Securities and Exchange Commission

Office of Trade and Services

Division of Corporation Finance

December 21, 2023

Page 6

    c.
    On pages 66 and 70, the disclosures have been revised to explain the purpose and accounting for the shares and warrants allocated to the GCT Insider Incentive Stockholders.

    d.
    On pages 66 and 70, the disclosures have been revised to explain the purpose and accounting for the SPAC shareholder incentive for extension.

    e.
    On page 15, the disclosures have been revised to explain all potentially dilutive shares and cross reference to the Unaudited Pro Forma Condensed Combined Financial Information note 3 on page 77.

    10.
    We note your disclosures on pages F-13 and F-35 that Concord III determined a Business Combination is not probable until it is completed and, therefore, no stock-based compensation expense has been recognized regarding the Founder Shares in the historical financial statements. Please explain how the stock-based compensation for the Founder Shares is accounted for and reflected in the

United States securities and exchange commission logo
December 8, 2023
Jeff Tuder
Chief Executive Officer
Concord Acquisition Corp III
477 Madison Avenue, 22nd Floor
New York, New York 10022
Re:Concord Acquisition Corp III
Registration Statement on Form S-4
Filed November 13, 2023
File No. 333-275522
Dear Jeff Tuder:
            We have reviewed 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-4 Filed November 13, 2023
Certain Other Interests in the Business Combination, page 8
1.We note that TD Cowen performed additional services after the IPO and the IPO
underwriting fee was deferred and conditioned on completion of a business combination.
Please quantify the aggregate fees payable to TD Cowen that are contingent on
completion of the business combination.
Summary Risk Factors, page 8
2.We note that your introductory paragraph in this section refers readers to your annual and
quarterly reports. Since you are not eligible to incorporate by reference at this time, please
remove this statement and revise to include any risks that you believe to be material.
Include a statement confirming that all material risks have been disclosed. Refer to Item
105 of Regulation S-K.

 FirstName LastNameJeff Tuder
 Comapany NameConcord Acquisition Corp III
 December 8, 2023 Page 2
 FirstName LastName
Jeff Tuder
Concord Acquisition Corp III
December 8, 2023
Page 2
3.Please revise to include the risk factor disclosure regarding the risks that you could be
deemed to be an investment company as disclosed on page 15 of your definitive proxy
statement on Schedule 14A filed October 13, 2023. Please update the second risk factor to
indicate whether the trustee has liquidated the U.S. government treasury obligations or
money market funds held in the trust account.
4.Revise your disclosure here and in other relevant parts of the registration statement to
highlight the risk that the sponsor will benefit from the completion of a business
combination and may be incentivized to complete an acquisition of a less favorable target
company or on terms less favorable to shareholders rather than liquidate.
Risks Related to GCT's Business
GCT has a history of losses, and ..., page 23
5.Please revise your risk factor to clarify and more fully address the following:
•In the second paragraph you disclose GCT may not be able to "sustain its revenue
growth"; however, we note GCT’s annual and interim net revenues declined by 35%
in FY 2022 and 30% in FY 2023 relative to the comparative periods. Revise your
disclosures to: eliminate the reference to revenue growth; quantify and disclose the
declines in net revenues GCT experienced during the periods presented; and address
any risks associated with the declining revenue trend.
•In the third paragraph you disclose the failure to raise additional equity "may"
adversely affect GCT’s ability to continue as a going concern; however, we note
both GCT management and its auditors have concluded there is substantial doubt
about GCT’s ability to continue as a going concern. Revise your disclosures that
imply GCT’s ability to continue as a going concern may be adversely impacted to
clearly disclose and discuss that GCT management and its auditors have concluded
there is substantial doubt about GCT’s ability to continue as a going concern and
address any risks associated with their conclusion.
Risks Related to GCT's Industry and Regulatory Environment, page 23
6.We note your disclosure stating that "[i]nflation, deflation and economic recessions that
adversely affect the global economy and capital markets also adversely affect GCT’s
customers and end consumers."  Please update this risk factor if recent inflationary
pressures have materially impacted GCT's operations. In this regard, identify the types of
inflationary pressures GCT is facing and how its business has been affected. Also identify
actions planned or taken, if any, to mitigate inflationary pressures.
Risks Related to Concord III and the Business Combination
The Private Warrants are accounted for as liabilities and ..., page 50
7.Please clarify the inconsistency between with the disclosures here and in the notes to the
historical financial statements regarding the warrants. In this regard, we note your risk
factor indicates Concord III's Private Warrants are accounted for as liabilities and could

 FirstName LastNameJeff Tuder
 Comapany NameConcord Acquisition Corp III
 December 8, 2023 Page 3
 FirstName LastName
Jeff Tuder
Concord Acquisition Corp III
December 8, 2023
Page 3
have a material impact on financial results; however, based on the notes to the historical
financial statements, it appears both Concord III's Public Warrants and Private Warrants
are accounted for as liabilities.
Unaudited Pro Forma Condensed Combined Financial Information, page 58
8.We note your disclosure that one of the conditions to the Business Combination is that
Concord III will have at least $5,000,001 of net tangible assets upon the consummation of
the Closing, as disclosed on pages 2, 90, F-7, F-30, and A-56. We also note your
disclosure on page 61 that under all redemption scenarios, the Post-Combination
Company would have net tangible assets greater than $5,000,001. Based on the pro forma
balance sheet, it is not clear to us how you made that determination or how any of the
redemption scenarios satisfy the net tangible asset requirement. Please revise the filing to
clarify and explain how you determined the net tangible asset requirement will be satisfied
under each redemption scenario presented.
9.Please revise the tabular presentation of pro forma shares on page 62 to more fully address
the following:
•Explain how the numbers of shares presented in the table were determined for each
stockholder group. For example, we note the shares related to Concord III Public
stockholders and Sponsor stockholders do not agree to Concord III's historical
financial statements due to revisions in share amounts subsequent to the historical
balance sheet date. To the extent share amounts are not readily reconcilable, provide
additional footnotes to the table to disclose how the share amounts were determined.
•Explain shares related to NRA investors.
•Explain the purpose of and accounting for shares related to GCT Insider Incentive
stockholders.
•Each redemption scenario includes 521,268 shares identified as SPAC public
stockholders-Incentive for Extension. We note disclosure on page 166 that 782,001
shares of common stock were allocated to certain holders of Concord III Class A
Common Stock in exchange for them agreeing not to redeem their shares of Concord
III Class A Common Stock in connection with the Second Extension. Clarify whether
these shares relate to the same transaction and reconcile the amounts. Alternatively,
explain what transaction the 521,267 Incentive for Extension shares relate to and
disclose how the 782,001 shares are reflected in the pro forma financial statements.
•Explain or provide a cross reference to all potentially dilutive shares not included in
the table, as disclosed in note 3 on page 70.
10.We note your disclosures on pages F-13 and F-35 that Concord III determined a Business
Combination is not probable until it is completed and, therefore, no stock-based
compensation expense has been recognized regarding the Founder Shares in the historical
financial statements. Please explain how the stock-based compensation for the Founder
Shares is accounted for and reflected in the pro forma financial statements.

 FirstName LastNameJeff Tuder
 Comapany NameConcord Acquisition Corp III
 December 8, 2023 Page 4
 FirstName LastName
Jeff Tuder
Concord Acquisition Corp III
December 8, 2023
Page 4
11.We note your disclosures on pages F-13 and F-35 that Concord III accounts for both the
Public Warrants and the Private Warrants as liabilities in its historical financial
statements. Please more fully explain to us the terms of the Public Warrants and the terms
of the Private Warrants that result in liability classification. Please also more fully explain
to us, and revise the pro forma financial statements to address, how you considered
whether the Business Combination will impact the accounting for and classification of the
Public Warrants and the Private Warrants at the combined company subsequent to the
transaction.
12.Refer to notes 2(B) and 2(BB) on page 67. We note additional shares to be issued under
the PIPE Financing and the Convertible Note Financing will be issued at $6.67 per share.
It appears the issuance of shares for cash at a price substantially below the redemption
price should be highlighted and more fully disclosed and discussed in the filing, including
under risk factors, since this appears to indicate that the redemption price per share
exceeds the per share fair value of the shares to be issued.
13.Refer to note 2(P) on page 69. It is not clear why an adjustment to record transaction costs
resulted in a decrease in expenses. Please clarify or revise.
14.In regard to note 4 on page 71, please more fully address the following:
•Confirm you intend to complete the assessment of the accounting for the Earnout
Shares and revise the pro forma financial statements, if applicable, prior to
effectiveness and will disclose and discuss the accounting literature you rely on.
•Confirm your assessment of the Earnout Shares will include both the GCT
Shareholder Earnout Shares and Sponsor Earnout Shares.
•Confirm the pro forma footnote will provide a sensitivity analysis to quantify and
disclose the potential impact that changes in material assumptions related to the
valuation of the Earnout Shares could have on the pro forma financial statements, if
applicable.
Description of the Business Combination, page 59
15.Please highlight material differences in the terms and price of securities issued at the time
of the IPO as compared to private placements contemplated at the time of the business
combination. Disclose if the SPAC’s sponsors, directors, officers or their affiliates will
participate in the private placement.
GCT Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations, page 145
16.We note throughout the discussion of results of operations you attribute changes in each
financial statement line item to numerous causal factors. Please revise your disclosures to
provide a more detailed and granular discussion that provides greater transparency into the
material components and potential variability of your net revenue, cost of net revenue, and
loss from operations during the periods presented. For example, for each financial

 FirstName LastNameJeff Tuder
 Comapany NameConcord Acquisition Corp III
 December 8, 2023 Page 5
 FirstName LastName
Jeff Tuder
Concord Acquisition Corp III
December 8, 2023
Page 5
statement line item where you attribute changes to multiple components, revise your
disclosures to:
•Identify and quantify each individually material component;
•Quantify the change in each respective component during each period; and
•Disclose and discuss the reasons for material changes in each component identified.
For example, please expand your discussions of net revenues to quantify the impact that
changes in volumes sold and changes in average selling prices had during each period
presented and specifically address the reasons for the material declines in net revenues,
including your expectations regarding whether the declining revenue trend is expected to
continue. Please also expand your discussions of cost of net revenues to quantify
and specifically address the reasons for the material increase in gross profit margin during
the interim period.
Liquidity, Going Concern and Capital Resources, page 148
17.Please revise your disclosures to more fully address the following:
•In the third paragraph you disclose "if the Business Combination is not
consummated" there are circumstances that raise substantial doubt about GCT's
ability to continue as a going concern; however, we note both GCT management and
its auditors have concluded there is substantial doubt about GCT’s ability to continue
as a going concern. Revise your disclosures that imply GCT’s ability to continue as a
going concern will occur if the Business Combination is not consummated to clearly
disclose that GCT management and its auditors have concluded there is substantial
doubt about GCT’s ability to continue as a going concern and address the potential
consequences of their conclusions.
•Throughout the filing you disclose the importance of GCT developing products that
support the 5G wireless communications markets; however, the status and anticipated
costs of the efforts are not clear. Revise your disclosures to discuss the current
status of GCT's product development efforts to support the 5G wireless
communications markets, disclose when 5G products are expected to be available,
and quantify the anticipated costs of the efforts, including the expected timeframe
during which the costs will be incurred.
•Disclose and discuss how GCT intends to use the proceeds that may result from the
Business Combination, including the priorities regarding the use of such proceeds
due to the uncertainty in the amount of cash redemptions that will occur.
•Disclose and discuss the fact that under each redemption scenario GCT will continue
to experience material working capital deficits, explain how GCT intends to address
the working capital deficits, and disclose the potential risks and consequences
associated with the working capital deficits.

 FirstName LastNameJeff Tuder
 Comapany NameConcord Acquisition Corp III
 December 8, 2023 Page 6
 FirstName LastName
Jeff Tuder
Concord Acquisition Corp III
December 8, 2023
Page 6
The expected beneficial ownership of Common Stock post-Business Combination..., page 200
18.Please disclose the sponsor and its affiliates’ total potential ownership interest in the
combined company, assuming exercise and conversion of all securities, including
warrants.
GCT Management's Discussion and Analysis of Financial Condition and Results of Operations,
page 202
19.Please disclose whether you are subject to material cybersecurity risks in your supply
chain based on third-party products, software, or services used in your products, services,
or business and how a cybersecurity incident in your supply chain could impact your
business. Discuss the measures you have taken to mitigate these risks.
20.Please discuss whether supply chain disruptions materially affect your outlook or business
goals. Specify whether these challenges have materially impacted your results of
operations or capital resources and quantify, to the extent possible, how your sales, profits,
and/or liquidity have been impacted.
Consolidated Financial Statements - GCT Semiconductor, Inc.
1. The Company and Summary of Significant Accounting Policies
Revenue Recognition, page F-96
21.Please revise your disclosures related to product sales and services to clarify when you
satisfy each performance obligation (i.e. when control transfers) as required by ASC 606-
10-50-12(a).
Concentration of Revenues and Accounts Receivable, page F-98
22.Please revise your disclosures related to significant customers to separately disclose the
amount or percent of revenue attributable to each significant customer during each period
presented as required by ASC 280-10-50-42. This comment is also applicable to the
interim financial statements.
5. Commitments and Contingencies
Purchase Commitment, page

CORRESP
1
filename1.htm

Jason T. Simon, Esq.

Tel (703) 749-1300

Jason.Simon@gtlaw.com

April 4, 2023

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, DC 20549

 Attention: Stacie Gorman

Jeffrey Gabor

 Re: Concord Acquisition Corp III

Preliminary Proxy Statement on Schedule 14A

Filed March 27, 2023

File No. 001-41013

Dear Ms. Gorman and Mr. Gabor:

On behalf of Concord Acquisition Corp III (the
 “Company”), we are hereby responding to the letter, dated April 3, 2023 (the “Comment Letter”), from the Division
of Corporation Finance, Office of Real Estate & Construction (the “Staff”) of the Securities and Exchange Commission (the
 “Commission”), regarding the Company’s Preliminary Proxy Statement on Schedule 14A (the “Preliminary Proxy Statement”)
filed on March 27, 2023. In response to the Comment Letter and to update certain information in the Preliminary Proxy Statement, the Company
is filing Amendment No. 1 to the Preliminary Proxy Statement (“Amendment No. 1”) with the Commission, today.

For ease of reference, the text of the Staff’s
comment, as set forth in the Comment Letter, is included in bold-face type below, followed by the Company’s response.

Preliminary Proxy Statement on Schedule 14A

General

 1. With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or has substantial
ties with a non-U.S. person. If so, please revise your disclosure in future filings to include disclosure that addresses how this fact
could impact your ability to complete your initial business combination. For instance, discuss the risk to investors that you may not
be able to complete an initial business combination with a U.S. target company should the transaction be subject to review by a U.S. government
entity, such as the Committee on Foreign Investment in the United States (CFIUS), or ultimately prohibited. Disclose that as a result,
the pool of potential targets with which you could complete an initial business combination may be limited. Further, disclose that the
time necessary for government review of the transaction or a decision to prohibit the transaction could prevent you from completing an
initial business combination and require you to liquidate. Disclose the consequences of liquidation to investors, such as the losses of
the investment opportunity in a target company, any price appreciation in the combined company, and the warrants, which would expire worthless.

United States Securities and Exchange Commission

Division of Corporation Finance

April 4, 2023

Page 2

Response: The Company respectfully
advises the Staff that neither the Company nor its sponsor, Concord Sponsor Group III LLC (the “Sponsor”), is, is controlled
by, or has substantial ties with, a non-U.S. person. Both the Company and the Sponsor are U.S. entities, and the managers of the Sponsor
are U.S. citizens. Each of the Company’s officers and directors is a U.S. citizen. In response to the Staff’s comment, the
Company has revised its disclosure on page 17 of Amendment No. 1 to add the related risk factor to provide additional detail regarding
the aforementioned disclosure.

* * *

Please do not hesitate to call me at (703) 749-1300
should you have any questions regarding Amendment No. 1 or the above response.

Sincerely yours,

/s/ Jason T. Simon

Jason T. Simon

cc:
Concord Acquisition Corp III

Jeff Tuder

United States securities and exchange commission logo
April 4, 2023
Jeff Tuder
Chief Executive Officer
Concord Acquisition Corp III
477 Madison Avenue
22nd Floor
New York, NY 10022
Re:Concord Acquisition Corp III
Preliminary Proxy Statement on Schedule 14A
Filed March 27, 2023
File No. 001-41013
Dear Jeff Tuder:
            We have completed our review of your filing.  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.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jason T. Simon, Esq.

United States securities and exchange commission logo
April 3, 2023
Jeff Tuder
Chief Executive Officer
Concord Acquisition Corp III
477 Madison Avenue
22nd Floor
New York, NY 10022
Re:Concord Acquisition Corp III
Preliminary Proxy Statement on Schedule 14A
Filed March 27, 2023
File No. 001-41013
Dear Jeff Tuder:
            We have reviewed your filing and have the following comment.  In our comment, we
may ask you to provide us with information so we may better understand your disclosure.
            Please respond to this comment within ten business days by providing the requested
information or advise us as soon as possible when you will respond.  If you do not believe our
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this comment, we may have additional comments.
Preliminary Proxy Statement on Schedule 14A
General
1.With a view toward disclosure, please tell us whether your sponsor is, is controlled by, or
has substantial ties with a non-U.S. person.  If so, please revise your disclosure in future
filings to include disclosure that addresses how this fact could impact your ability to
complete your initial business combination.  For instance, discuss the risk to investors that
you may not be able to complete an initial business combination with a U.S. target
company should the transaction be subject to review by a U.S. government entity, such as
the Committee on Foreign Investment in the United States (CFIUS), or ultimately
prohibited.  Disclose that as a result, the pool of potential targets with which you could
complete an initial business combination may be limited.  Further, disclose that the time
necessary for government review of the transaction or a decision to prohibit the
transaction could prevent you from completing an initial business combination and require
you to liquidate.  Disclose the consequences of liquidation to investors, such as the losses

 FirstName LastNameJeff Tuder
 Comapany NameConcord Acquisition Corp III
 April 3, 2023 Page 2
 FirstName LastName
Jeff Tuder
Concord Acquisition Corp III
April 3, 2023
Page 2
of the investment opportunity in a target company, any price appreciation in the combined
company, and the warrants, which would expire worthless.
            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.
            Please contact Stacie Gorman at 202-551-3585 or Jeffrey Gabor at 202-551-2544 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jason T. Simon, Esq.

CORRESP
1
filename1.htm

November 1, 2021

VIA EDGAR

U.S. Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

    Re:
    Concord Acquisition Corp III

    Registration Statement on Form S-1

    File No. 333-254789

Ladies and Gentlemen:

In accordance with Rule 461
under the Securities Act of 1933, as amended (the “Securities Act”), we, as representatives of the underwriters for the proposed
public offering of units of Concord Acquisition Corp III (the “Company”) pursuant to the above-referenced Registration Statement,
hereby join in the request of the Company for acceleration of the effective date of the above-referenced Registration Statement so that
it becomes effective at 4:00 p.m., Eastern time, on November 3, 2021, or as soon as possible thereafter.

Pursuant to Rule 460 of the
General Rules and Regulations under the Securities Act, we advise you that, as of the date hereof, we expect to distribute approximately
600 copies of the Preliminary Prospectus, dated October 15, 2021, to prospective dealers, institutional investors, retail investors and
others.

We have complied and will
continue to comply with the requirements of Rule 15c2-8 under the Securities Exchange Act of 1934, as amended, in connection with the
above-referenced proposed offering.

[Signature Page Follows]

Very truly yours,

CITIGROUP GLOBAL MARKETS INC.

By: /s/ Mark Gracia

Name: Mark Gracia

Title: Director

COWEN AND COMPANY, LLC

By: /s/ Christopher Weekes

Name: Christopher Weekes

Title: Managing Director

CORRESP
1
filename1.htm

Concord Acquisition Corp III

477 Madison Avenue

New York, NY 10022

November 1, 2021

VIA EDGAR

United States Securities and Exchange Commission

Division of Corporation Finance

100 F Street, NE

Washington, D.C. 20549

Attention: Ronald E. Alper

    RE:
    Concord Acquisition Corp III (the “Company”)

    Registration Statement on Form S-1

    (File No. 333-254789) (the “Registration Statement”)

Dear Mr. Alper:

The Company hereby requests,
pursuant to Rule 461 promulgated under the Securities Act of 1933, as amended, acceleration of effectiveness of the Registration Statement
so that such Registration Statement will become effective as of 4:00 p.m. on November 3, 2021, or as soon thereafter as practicable.

[Signature page follows]

    Very truly yours,

    CONCORD ACQUISITION CORP III

    By:
    /s/ Jeff Tuder

    Name:
    Jeff Tuder

    Title:
    Chief Executive Officer

CORRESP
1
filename1.htm

Jason Simon, Esq.

Tel 703.749.1386

Fax 703.714.8386

simonj@gtlaw.com

May 7, 2021

    VIA EDGAR

    United States Securities and Exchange Commission
 Division of Corporation Finance

100 F Street, NE
 Washington, D.C. 20549

Attn: Ronald E. Alper

 Re: Concord Acquisition Corp III

Registration Statement on Form S-1

Filed March 26, 2021

File No. 333-254789

Dear Mr. Alper,

On behalf of Concord Acquisition Corp III (the
 “Company”), we are hereby responding to the letter, dated April 22, 2021 (the “Comment Letter”), from the staff
(the “Staff”) of the Securities and Exchange Commission, regarding the Company’s Registration Statement on Form S-1
filed on March 26, 2021 (the “Registration Statement”). For ease of reference, the text of the Staff’s comment, as set
forth in the Comment Letter, is included in bold-face type below, followed by the Company’s response.

Registration Statement on Form S-1 Filed March 26, 2021

Risk Factors

Since our initial stockholders will lose their entire investment
in us…., page 45

 1. You describe conflicts of interest on page 45 in circumstances where the founder shares become worthless without an initial business
combination. Please also disclose in quantitative and qualitative terms how economic incentives could result in substantial misalignment
of interests where an initial business combination does occur. For example, since your sponsor and officers and directors acquired 20%
of your ordinary shares for approximately $0.003 per share and the offering is for $10.00 per unit, the officers and directors could make
a substantial profit after the initial business combination even if public investors experience substantial losses. Please revise here
and elsewhere, as appropriate.

May 7, 2021

Page 2

Response:
The Company acknowledges the Staff’s comment and has revised the risk factor in question, added an additional risk factor on page
45 and added additional disclosure on pages 7 and 114 in the Registration Statement in response.

Our amended and restated certificate of incorporation...., page
63

 2. We note your disclosure here and on page 137 that your exclusive forum provision will not apply to suits brought to enforce any
liability or duty created by the Securities Act or the Exchange Act, for which the federal district courts of the United States of America
shall be the sole and exclusive forum. In that regard, we note that Section 27 of the Exchange Act creates exclusive federal jurisdiction
over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section
22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability
created by the Securities Act or the rules and regulations thereunder. Please clarify.

Response:
The Company acknowledges the Staff’s comment and has revised the disclosure on pages 63 and 137 in the Registration Statement
in response.

Principal Stockholders, page 118

 3. Please identify the persons with voting and dispositive control over CA2 Co- Investment LLC.

Response:
The Company acknowledges the Staff’s comment and has identified the persons with voting and dispositive control over CA2 Co-Investment
LLC in the Principal Stockholders table.

If you have any questions related to this letter,
please contact the undersigned at (703) 749-1386.

    Sincerely,

    /s/ Jason Simon

    Jason Simon

    Greenberg Traurig, LLP

    - 2 -

United States securities and exchange commission logo
April 22, 2021
Jeff Tuder
Chief Executive Officer
Concord Acquisition Corp III
477 Madison Avenue
New York, NY 10022
Re:Concord Acquisition Corp III
Registration Statement on Form S-1
Filed March 26, 2021
File No. 333-254789
Dear Mr. Tuder:
            We have reviewed your registration statement and have the following comments.  In
some of our comments, we may ask you to provide us with information so we may better
understand your disclosure.
            Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe our comments apply 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 these comments, we may have additional comments.
Registration Statement on Form S-1 Filed March 26, 2021
Risk Factors
Since our initial stockholders will lose their entire investment in us..., page 45
1.You describe conflicts of interest on page 45 in circumstances where the founder shares
become worthless without an initial business combination.  Please also disclose in
quantitative and qualitative terms how economic incentives could result in substantial
misalignment of interests where an initial business combination does occur.   For example,
since your sponsor and officers and directors acquired 20% of your ordinary shares for
approximately $0.003 per share and the offering is for $10.00 per unit, the officers and
directors could make a substantial profit after the initial business combination even if
public investors experience substantial losses.  Please revise here and elsewhere as
appropriate.

 FirstName LastNameJeff Tuder
 Comapany NameConcord Acquisition Corp III
 April 22, 2021 Page 2
 FirstName LastName
Jeff Tuder
Concord Acquisition Corp III
April 22, 2021
Page 2
Our amended and restated certificate of incorporation...., page 63
2.We note your disclosure here and on page 137 that your exclusive forum provision will
not apply to suits brought to enforce any liability or duty created by the Securities Act or
the Exchange Act, for which the federal district courts of the United States of America
shall be the sole and exclusive forum.  In that regard, we note that Section 27 of the
Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any
duty or liability created by the Exchange Act or the rules and regulations thereunder, and
Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts
over all suits brought to enforce any duty or liability created by the Securities Act or the
rules and regulations thereunder.  Please clarify.
Principal Stockholders, page 118
3.Please identify the persons with voting and dispositive control over CA2 Co-
Investment LLC.
            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.
            You may contact Eric McPhee at 202-551-3693 or Wilson Lee at 202-551-3468 if you
have questions regarding the financial statements and related matters.  Please contact Ronald
(Ron) E. Alper at 202-551-3329 or Maryse Mills-Apenteng at 202-551-3457 with any other
questions.
Sincerely,
Division of Corporation Finance
Office of Real Estate & Construction
cc:       Jason Simon