Sec Form 13G Filing - Anapass Inc. filing for GCT Semiconductor Holding Inc. (GCTS) - 2024-05-03

*

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.

 

 

 

 

 

 

 

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

 

8,213,213 shares(1)

 

6.

 

Shared Voting Power

 

0 shares

 

7.

 

Sole Dispositive Power

 

8,213,213 shares(2)

 

8.

 

Shared Dispositive Power

 

0 shares

 

 

 

 

 

 

 

9.

 

Aggregate Amount Beneficially Owned by Each Reporting Person

 

8,213,213 shares(3)

10.

 

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions) ☐

 

11.

 

Percent of Class Represented by Amount in Row (9)

 

17.6%(4)

12.

 

Type of Reporting Person (See Instructions)

 

CO

1 

Consists of 7,275,863 shares of GCT Semiconductor Holding, Inc.’s (the “Issuer”) common stock, par value $0.0001 per share (the “Common Stock”) and 937,350 shares of Issuer’s Common Stock issuable upon the exercise of 937,350 private placement warrants (the “Private Placement Warrants”). Each Private Placement Warrant entitles the holder to purchase one share of Common Stock for $11.50 per share, subject to adjustment.

2 

See footnote 1.

3

See footnote 1.

4

The percentage ownership was calculated based upon 46,770,696 shares of the Issuer’s Common Stock, which consists of (i) 45,833,346 issued and outstanding shares of Issuer's Common Stock as of March 26, 2024, as reported in the Issuer’s Registration Statement on Form S-1 (the “Form S-1”) filed with the Securities and Exchange Commission (the “SEC”) on April 19, 2024 and (ii) 937,350 Private Placement Warrants that were allocated at GCT’s discretion to Anapass, Inc. to incentivize investment to the Company Insider Recipients.

 

 

 

 

 

 

 

 

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:

 

 

 

 

 

 

 

 

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:

 

8,213,213 shares

 

 

 

 

(b)

 

Percent of class:

 

17.6%.  The percentage ownership was calculated based upon 47,920,696 shares of the Issuer’s Common Stock, which consists of (i) 45,833,346 issued and outstanding shares of Issuer's Common Stock as of March 26, 2024, as reported in the Issuer’s Registration Statement on Form S-1 (the “Form S-1”) filed with the Securities and Exchange Commission (the “SEC”) on April 19, 2024 and (ii) 937,350 Private Placement Warrants that were allocated at GCT’s discretion to Anapass, Inc. to incentivize investment to the Company Insider Recipients.

 

 

 

 

(c)

 

Number of shares as to which the person has:

 

 

 

 

 

 

 

(i)

 

Sole power to vote or to direct the vote:

 

8,213,213 shares

 

 

 

 

 

 

(ii)

 

Shared power to vote or to direct the vote:

 

0 shares

 

 

 

 

 

 

(iii)

 

Sole power to dispose or to direct the disposition of:

 

8,213,213 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

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Item 8.

Identification and Classification of Members of the Group

Item 9.

Notice of Dissolution of Group

Item 10.

Certifications

 

 

 

 

Anapass, Inc.

 

 

 

 

 

/s/ JeeHye Kim

 

 

Signature

 

 

 

 

 

JeeHye Kim, Chief Financial Officer

 

 

Name/Title