SC 13G 1 sc13g.htm
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 

 
SCHEDULE 13G
 
Under the Securities Exchange Act of 1934
(Amendment No. )*

 
 
GCT Semiconductor Holding, Inc.
(Name of Issuer)
 
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
 
36170N107
(CUSIP Number)
 
March 26, 2024
(Date of Event Which Requires Filing of this Statement)
 
 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
 
☐ Rule 13d-1(b) 
 
☒ Rule 13d-1(c) 
 
☐ Rule 13d-1(d) 
 
*
The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
 
The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 

 
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CUSIP No. 36170N107
 
             
1.
 
Name of Reporting Person
 
Anapass, Inc.
2.
 
Check the Appropriate Box if a Member of a Group (See Instructions)
 
(a) ☐ (b) ☐ (Joint filers)
3.
 
SEC Use Only
 
4.
 
Citizenship or Place of Organization
 
Republic of Korea
             
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person
With
 
5.
 
Sole Voting Power
 
7,275,863 shares1
 
6.
 
Shared Voting Power
 
0 shares
 
7.
 
Sole Dispositive Power
 
7,275,863 shares2
 
8.
 
Shared Dispositive Power
 
0 shares
             
9.
 
Aggregate Amount Beneficially Owned by Each Reporting Person
 
7,275,863 shares3
10.
 
Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐
 
11.
 
Percent of Class Represented by Amount in Row (9)
 
16.6%4
12.
 
Type of Reporting Person (See Instructions)
 
CO
 
 

1 
Consists of 7,275,863 shares of the Issuer’s common stock.
2 
See footnote 1.
3
See footnote 1.

Page 3 of 7

4
The percentage ownership was calculated based upon 43,912,971 shares of the Issuer’s common stock outstanding as of March 26, 2024, as reported in the Issuer’s Current Report on Form 8-K (the “Form 8-K”) filed with the Securities and Exchange Commission (the “SEC”) on April 1, 2024.

Page 4 of 7

                 
Item 1.   
       
 
 
 
 
(a)
 
Name of Issuer
GCT Semiconductor Holding, Inc.
       
 
 
  
 
(b)
 
Address of Issuer’s Principal Executive Offices
2290 North 1st Street, Suite 201 San Jose, CA
 
Item 2.   
       
 
 
  
 
(a)
 
Name of Person Filing
See response to 2(c)
       
 
 
  
 
(b)
 
Address of Principal Business Office or, if none, Residence
See response to 2(c)
       
 
 
  
 
(c)
 
Citizenship
This statement is filed on behalf of:
 
Anapass, Inc.
7F, Dream-Markl Bldg. 61, Ditigal-ro 31-gil, Guro-gu, Seoul, 08375
Citizenship: Republic of Korea
       
 
 
  
 
(d)
 
Title of Class of Securities
Common Stock, par value $0.0001 per share
       
 
 
  
 
(e)
 
CUSIP Number
36170N107
  
Item 3.   If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
         
 
 
  
 
(a)
 
☐
 
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
         
 
 
  
 
(b)
 
☐
 
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
         
 
 
  
 
(c)
 
☐
 
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
         
 
 
  
 
(d)
 
☐
 
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
         
 
 
  
 
(e)
 
☐
 
An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
         
 
 
  
 
(f)
 
☐
 
An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);
         
 
 
  
 
(g)
 
☐
 
A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);
         
 
 
  
 
(h)
 
☐
 
A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
         
 
 
  
 
(i)
 
☐
 
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
         
 
 
  
 
(j)
 
☐
 
A non-U.S. institution in accordance with § 240.13d–1(b)(1)(ii)(J);
         
 
 
  
 
(k)
 
☐
 
Group, in accordance with § 240.13d–1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with
§ 240.13d–1(b)(1)(ii)(J), please specify the type of institution: 

Page 5 of 7
                 
Item 4.   Ownership
 
Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
 
 
 
 
(a)
 
Amount beneficially owned:
 
7,275,863 shares
 
 
  
 
(b)
 
Percent of class:
 
16.6%. The percentage ownership was calculated based upon 43,912,971 shares of the Issuer’s common stock outstanding as of March 26, 2024, as reported in the Form 8-K filed with the SEC on April 1, 2024.
 
 
  
 
(c)
 
Number of shares as to which the person has:
 
 
 
  
 
  
 
(i)
 
Sole power to vote or to direct the vote:
 
7,275,863 shares
 
 
  
 
  
 
(ii)
 
Shared power to vote or to direct the vote:
 
0 shares
 
 
  
 
  
 
(iii)
 
Sole power to dispose or to direct the disposition of:
 
7,275,863 shares
 
 
  
 
  
 
(iv)
 
Shared power to dispose or to direct the disposition of:
 
0 shares
 
Item 5.
Ownership of Five Percent or Less of a Class
 
If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following. ☐
 
Item 6.
Ownership of More than Five Percent on Behalf of Another Person
 
Not applicable.
 
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
 
Not applicable.
 
Item 8.
Identification and Classification of Members of the Group
 
Not applicable.
 
Item 9.
Notice of Dissolution of Group
 
Not applicable.
 

Page 6 of 7

Item 10.
Certifications
 
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a–11.
 
Material Filed as Exhibits
 

Page 7 of 7

Signatures
 
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
 
April 3, 2024
 
     
 
Anapass, Inc.
  
     
 
/s/ JeeHye Kim
  
 
Signature
  
     
 
JeeHye Kim, Chief Financial Officer
  
 
Name/Title
  
 
Attention: Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001).