(1) | Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement also covers any additional number of shares of Common Stock, par value $0.0001 per share (“Common Stock”), of GCT Semiconductor Holding, Inc. (the “Registrant”) that become issuable upon stock splits, stock dividends or other distribution, recapitalization or similar events with respect to the shares of Common Stock being registered pursuant to this Registration Statement. |
(2) | Includes the issuance of up to 26,724,001 shares of Common Stock, including the shares that may be issued upon exercise of warrants to purchase Common Stock, such as the Public Warrants, Private Placement Warrants and GCT Warrants as defined in this Registration Statement. |
(3) | Includes 35,970,732 shares of Common Stock that may be sold by the selling securityholders named herein (including up to 6,580,000 shares that may be issued upon exercise of the Private Placement Warrants, 19,685,138 shares of Common Stock held by certain Selling Securityholders party to the Registration Rights Agreement, 4,529,967 shares of Common Stock issued to the PIPE Investors at a price of $6.67 per share, 1,781,626 shares of Common Stock issued to NRA Investors, 500,000 shares of Common Stock underlying the Note issued to the Noteholder and 2,894,001 shares of Common Stock that are issuable upon the exercise of the GCT Warrants, as defined in this Registration Statement). |