GCT Semiconductor, Inc. entered into letters of intent to acquire Concord Acquisition Corp III (NYSE:CNDB) from CA2 Co-Investment LLC, Concord Sponsor Group III LLC and others in a reverse merger transaction on September 8, 2023. GCT Semiconductor, Inc. entered into a definitive business combination agreement to acquire Concord Acquisition Corp III from CA2 Co-Investment LLC, Concord Sponsor Group III LLC and others for approximately $590 million in a reverse merger transaction on November 2, 2023. The aggregate equity consideration to be paid to GCT?s stockholders and other equity holders in the Transactions (the ?Aggregate Transaction Consideration?) will be equal to the quotient of (i) the Company Value (as defined below) divided by (ii) $10.00. Immediately prior to the Closing, all of the outstanding principal and accrued interest under the outstanding promissory notes issued by GCT that can be converted into shares of GCT common stock will be so converted in accordance with their terms. The ?Company Value? means an amount equal to $350 million, minus the amount of indebtedness of GCT immediately prior to the Closing, plus the amount of GCT?s cash and cash equivalents immediately prior to the Closing (with standard exceptions), plus the aggregate exercise price of all ?in-the-money? warrants of GCT outstanding immediately prior to the Closing. The proposed transaction values GCT at an initial enterprise value of approximately $461 million, with a total pro forma enterprise value of $661 million, which includes 20.0 million performance-based earnout shares. The transaction is expected to deliver up to $87 million of gross proceeds to the company, consisting of $43 million fully committed common stock PIPE and convertible note financing and up to approximately $43 million from Concord?s trust account that may become available to the company at closing (assuming no redemptions from Concord?s trust account). At closing, GCT?s board of directors is expected to be comprised of seven members, two of whom will be nominated by Concord?s sponsor with the remainder nominated by GCT. Upon completion of the transaction, the combined company is expected to trade on the NYSE under the ticker symbol ?GCTS?.

The transaction has been unanimously approved by the boards of directors of each of Concord and GCT and is subject to approval by each party?s respective stockholders, the effectiveness of the Form S-4, receipt of approval for listing on the New York Stock Exchange of the shares of New CND common stock to be issued in connection with the transactions, the PIPE Investors having invested at least $25 million in the PIPE Financing, approval of HSR act, Concord III shall have at least $5,000,001 of net tangible assets, all officers and directors of GCT other than those persons designated as continuing directors or officers of the Surviving Corporation shall have executed written resignations, execution of Registration Rights Agreement and the Lock-Up Agreement, all officers and directors of Concord other than those persons designated as continuing directors or officers of Concord shall have executed written resignations , PIPE Financing Proceeds, effectiveness of the Sponsor Support Agreement and other customary closing conditions. The transaction is expected to close in the first quarter of 2024.

TD Cowen is acting as exclusive financial advisor and lead capital markets advisor to Concord, and Cohen & Company Capital Markets, a division of JVB Financial, LLC, is acting as a capital markets advisor to Concord. Representatives of TD Cowen also conducted their due diligence of GCT. B. Riley Securities, Inc. is acting as the exclusive financial advisor to GCT. Michael Helsel and Jason Simon of Greenberg Traurig, LLP is acting as legal advisors to Concord. Albert Lung, John Park and Karen Abesamis of Morgan, Lewis & Bockius LLP is serving as legal advisors to GCT. DLA Piper LLP (US) is acting as legal advisors to TD Cowen and B. Riley Securities, Inc. Continental Stock Transfer & Trust Company acted as transfer agent to Concord Acquisition. Greenberg Traurig, LLP also provided legal due diligence services to Concord III. Kim & Lee LLC acted as Korean counsel and due diligence provider to Concord III.