Special Meeting of Stockholders Set for
February 27, 2024
GCT Semiconductor, Inc. (“GCT Semiconductor” or “GCT”), a
leading fabless designer and supplier of advanced LTE, IoT and 5G
semiconductor solutions, and Concord Acquisition Corp III (NYSE:
CNDB) (“Concord”), a special purpose acquisition company, announced
today that the U.S. Securities and Exchange Commission (the “SEC”)
has declared effective the Registration Statement on Form S-4 (as
amended, the “Registration Statement”) filed by Concord and
relating to the previously announced proposed business combination
between GCT and Concord (the “Business Combination”).
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 $345 million in its initial public offering in
November 2021 and is listed on the NYSE under the symbol "CNDB".
For more information visit: cndb.concordacquisitioncorp.com
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, New York, NY 10022.
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
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