GCT Semiconductor and Concord Acquisition Corp III Announce Effectiveness of Registration Statement on Form S-4
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Insights
The announcement of a proposed business combination between GCT Semiconductor and Concord Acquisition Corp III, followed by the effective declaration of the Registration Statement by the SEC, is a significant development for stakeholders and potential investors. This event signifies a critical step towards the completion of the merger, which is a strategic move that could potentially enhance GCT's market positioning and capital resources. The merger is expected to provide GCT with access to public equity markets, which is crucial for a fabless semiconductor company that relies heavily on capital for research, development and scaling operations.
From a market perspective, the transition to public trading under new ticker symbols represents a transformational phase for the company. It enables a broader investor base and could lead to increased liquidity and visibility in the market. The timing of the merger, following the audit of GCT's financial statements, is also pivotal as it provides transparency and assurance to investors regarding the company's financial health.
The declaration of the Registration Statement's effectiveness by the SEC and the scheduling of the special meeting are procedural steps that instill confidence in the merger process's regulatory compliance. Financial analysts will closely scrutinize the proxy statement/prospectus for details on the financial implications of the merger, including valuation metrics, the financial performance of GCT and the terms of the deal. This information will be vital for assessing the synergies expected from the business combination and for projecting future financial performance.
Post-merger, investors will be interested in the combined entity's strategy for leveraging GCT's technological expertise in LTE, IoT and 5G solutions with Concord's financial acumen. The impact on the stock price will be contingent on the execution of post-merger integration and the realization of projected growth trajectories. The semiconductor industry is highly competitive and capital-intensive, so the effectiveness of the use of new capital inflows will be a key determinant of long-term shareholder value.
The involvement of the SEC and the detailed procedures leading up to the stockholders' meeting underscore the legal complexities inherent in such business combinations. The effectiveness of the Registration Statement is a testament to the due diligence performed by both parties to ensure regulatory compliance. Legal experts will pay attention to the adherence to corporate governance standards and the protection of shareholder interests throughout this process.
Furthermore, the legal framework governing the merger, including any antitrust considerations and the fulfillment of fiduciary duties by the boards of both companies, will be under scrutiny. The definitive proxy statement/prospectus will contain important legal disclosures that are essential for stockholders to make informed decisions about the merger. It is also important for the combined entity to navigate the legal intricacies of trading on the NYSE, ensuring continuous compliance with listing requirements and securities regulations.
Special Meeting of Stockholders Set for February 27, 2024
The special meeting in lieu of annual meeting of stockholders of Concord for the approval of the Business Combination (the “Meeting”) and related matters is scheduled for February 27, 2024 at 11 a.m. Eastern Time. Further information regarding the Meeting is set forth in the proxy statement/prospectus included in the Registration Statement. A definitive proxy statement/prospectus is being mailed to Concord stockholders of record as of close of business on February 5, 2024 (the “Record Date”). Concord stockholders of record as of the Record Date will be entitled to notice of, and to vote at or before, the Meeting.
Following the closing of the Business Combination, which is expected to occur shortly after the Meeting, following the completion of the audit of GCT’s financial statements for the fiscal year ended December 31, 2023, the parties expect that the combined company’s shares of common stock and warrants will commence trading on the New York Stock Exchange (“NYSE”) under the symbols “GCTS” and “GCTSW,” respectively.
About GCT Semiconductor
GCT Semiconductor is a leading fabless designer and supplier of advanced 5G and 4G LTE semiconductor solutions. GCT’s market-proven solutions have enabled fast and reliable 4G LTE connectivity to numerous commercial devices such as CPEs, mobile hotspots, routers, M2M applications and smartphones, etc., for the world’s top wireless carriers. GCT’s system-on-chip solutions integrate radio frequency, baseband modem and digital signal processing functions, therefore offering complete 4G and 5G platform solutions with small form factors, low power consumption, high performance, high reliability, and cost effectiveness. For more information, visit www.gctsemi.com.
About Concord Acquisition Corp III
Concord Acquisition Corp III is a special purpose acquisition company formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses in the financial services or financial technology industries. It is sponsored by Concord Sponsor Group III LLC, an entity affiliated with Atlas Merchant Capital LLC, an investment firm that offers debt and equity investment strategies, seeking long-term value through differentiated expertise in financial services and credit markets.
Concord raised
Cautionary Statement Regarding Forward-Looking Statements
This press release contains certain forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1955. These forward-looking statements include, without limitation, Concord’s and GCT’s expectations with respect to the proposed business combination between Concord and GCT, including statements regarding the anticipated timing of the transaction and the expectation that the combined company’s shares of common stock and warrants will trade on the NYSE. Words such as “believe,” “project,” “expect,” “anticipate,” “estimate,” “intend,” “strategy,” “future,” “opportunity,” “plan,” “may,” “should,” “will,” “would,” “will be,” “will continue,” “will likely result,” and similar expressions are intended to identify such forward-looking statements. Forward-looking statements are predictions, projections and other statements about future events that are based on current expectations and assumptions and, as a result, are subject to significant risks and uncertainties that could cause the actual results to differ materially from the expected results. Most of these factors are outside Concord’s and GCT’s control and are difficult to predict. Factors that may cause actual future events to differ materially from the expected results, include, but are not limited to: the risk that the transaction may not be completed in a timely manner or at all; the risk that the transaction may not be completed by Concord’s business combination deadline, even if extended; the failure to satisfy the conditions to the consummation of the transaction, including stockholder approval of the transaction; the occurrence of any event, change or other circumstance that could give rise to the termination of the business combination agreement; the effect of the announcement or pendency of the transaction on GCT’s business relationships, performance, and business generally; the inability to recognize the anticipated benefits of the business combination, which may be affected by, among other things, competition and the ability of the post-combination company to grow and manage growth profitability and retain its key employees; costs related to the business combination; the outcome of any legal proceedings that may be instituted against GCT or Concord following the announcement of the proposed business combination, the inability to meet and maintain the listing of Concord or the combined company on NYSE; the ability to implement business plans, forecasts, and other expectations after the completion of the proposed business combination, including the growth of 5G market; the risk of economic downturns that affects GCT’s business operation and financial performance; the risk that GCT may not be able to develop and design its products acceptable to its customers; the risk that GCT may not be able to fulfill its obligations under its collaboration and partnership agreements; actual or potential conflicts of interest of the Company’s management with its public stockholders; and other risks and uncertainties indicated from time to time in the Registration Statement and the definitive proxy statement/prospectus contained therein, including those under the “Risk Factors” section therein, and in Concord’s other filings with the SEC. The foregoing list of factors is not exhaustive. Forward-looking statements speak only as of the date they are made. Readers are cautioned not to put undue reliance on forward-looking statements, and GCT and Concord assume no obligation and do not intend to update or revise these forward-looking statements, whether as a result of new information, future events, or otherwise.
Additional Information and Where to Find It
In connection with the proposed business combination and related transactions contemplated in connection therewith, Concord has filed the Registration Statement, which includes a proxy statement/prospectus of Concord in connection with the transaction and related matters. The Registration Statement was declared effective on February 14, 2024. A, definitive proxy statement/prospectus has been sent to all Concord stockholders as of the Record Date. This communication does not contain any information that should be considered by Concord’s stockholders concerning the transaction and is not intended to constitute the basis of any voting or investment decision in respect of the transaction or the securities of Concord. Concord’s stockholders and other interested persons are advised to read the definitive proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC in connection with the transaction, as well as any amendments or supplements to these documents, because they contain or will contain, as applicable, important information about Concord, GCT and the Business Combination.
Stockholders may obtain copies of the Registration Statement, proxy statement/prospectus and all other relevant documents filed or that will be filed with the SEC by Concord, without charge, at the SEC’s website at www.sec.gov or by directing a request to: Concord Acquisition Corp III, Attn: Corporate Secretary, 477 Madison Avenue, 22nd Floor,
Investment in any securities described herein has not been approved or disapproved by the SEC or any other regulatory authority nor has any authority passed upon or endorsed the merits of the business combination or the accuracy or adequacy of the information contained herein. Any representation to the contrary is a criminal offense.
Participants in Solicitation
Concord, GCT and their respective directors and executive officers may be deemed to be participants in the solicitation of proxies from Concord’s stockholders in connection with the transaction. Information about the directors and executive officers of Concord is set forth in Concord’s filings with the SEC, including Concord’s Annual Report on Form 10-K filed with the SEC on February 27, 2023 and the Registration Statement. Additional information regarding the participants in the proxy solicitation and the interests of those persons may be obtained by reading the definitive proxy statement/prospectus regarding the transaction. You may obtain free copies of these documents as described above.
No Offer or Solicitation
This communication is for informational purposes only and shall not constitute a proxy statement or solicitation of a proxy, consent or authorization with respect to any securities or in respect of the transaction, neither is it intended to nor does it constitute an offer to sell or purchase, nor a solicitation of an offer to sell, buy or subscribe for any securities, nor is it a solicitation of any vote in any jurisdiction pursuant to the transactions or otherwise, nor shall there be any sale, issuance or transfer of securities in any jurisdiction in contravention of applicable law. No offer of securities shall be deemed to be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
View source version on businesswire.com: https://www.businesswire.com/news/home/20240215319800/en/
For Media:
Sophie Heerinckx, GCT Semiconductor, sophieh@gctsemi.com
For Investors:
Cosette Gastelu, Penta Group, cosette.gastelu@pentagroup.com
Matt Glover and Ralf Esper, Gateway Group, Inc., GCT@gateway-grp.com
Source: GCT Semiconductor, Inc.
FAQ
When is the special meeting of stockholders scheduled for Concord Acquisition Corp III (CNDB)?
What are the symbols under which the combined company's shares will trade on the NYSE?
Who will be entitled to vote at the special meeting for the approval of the Business Combination?
