EXPLANATORY NOTE

CAUTIONARYSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

RISK FACTORS SUMMARY

PART I

11Risk Factors

weRisks mayRelating be placed at a competitive disadvantage compared to ourOur competitorsIntellectual with less debt; andProperty

InRisks addition,Relating because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the Delaware General Corporation Law (“DGCL”). These provisions may prohibit large stockholders, particularly those owning 15% or more of our outstanding voting stock, from merging or combining with us. These provisions in our Charter, our Bylaws and under Delaware law could discourage potential takeover attempts and could reduce the price that investors might be willing to payOur forIndustry shares of our Common Stock in the future and couldRegulatory result in our market price being lower than it would without these provisions.Environment

GeneralItem Risks1B. RelatedUnresolved toStaff the CompanyComments.

WeItem believe our future success will depend in large part upon our ability to attract, retain and motivate highly skilled management, engineering, sales and marketing personnel1C. The loss of any key employees or the inability to attract, retain or motivate qualified personnel, including engineers and sales and marketing personnel, could delay the development and introduction of and harm our ability to sell our semiconductor solutionsCybersecurity. We believe that our future success is dependent on the contributions of our senior management members, some of whom do not have any employment agreements. If any of these individuals were to leave unexpectedly, we could face substantial difficulty in hiring qualified successors and could experience a loss in productivity during the search for any such successor and while any successor is integrated into our business and operations.

AttemptsItem by others to gain unauthorized access to our information technology systems are becoming more sophisticated2. These attempts, which might be related to industrial or other espionage, include covertly introducing malware to our computers and networks and impersonating authorized users, among othersProperties. Hackers may also develop and deploy viruses, worms and other malicious software programs that attack or otherwise exploit security vulnerabilities in our systems or products. Attacks may create system disruptions, cause shutdowns or result in the corruption of our engineering data, which could result in delays in product development or software updates and harm our business. Additionally, the theft, unauthorized use or publication of our intellectual property and/or confidential business information could harm our competitive position, reduce the value of our investment in research and development and other strategic initiatives or otherwise adversely affect our business. To the extent that any security breach results in inappropriate disclosure of our customers’ or business partners’ confidential information, we may incur liability as a result. We could also suffer monetary and other losses, including reputational harm, which costs we may not be able to recover. We seek to detect and investigate all security incidents and to prevent their recurrence, but in some cases, we might be unaware of an incident or its magnitude and effects. While we have identified some incidents involving attempts at unauthorized access, we are not aware of any that have succeeded. While we have not experienced any cybersecurity breaches that materially affected our operations, there is no guarantee that we will not occur in the future. In addition, our customers, partners and suppliers may experience cybersecurity attacks that may indirectly affect our ability to conduct business with them or result in cybersecurity breaches in our network, which may adversely affect our business operations. We expect to continue to devote resources to the security of our information technology systems.

Item 1C3. Cybersecurity.Legal Proceedings.

WeItem conduct periodic risk assessments to identify potential internal and external cybersecurity threats4. TheseMine assessmentsSafety evaluate the likelihood of the occurrence and potential impact of such threats, as well as the adequacy of our existing policies, procedures, systems, and controlsDisclosures.

OurPART cybersecurity program employs industry-standard methodologies to manage cybersecurity risks, including secure network infrastructure design, continuous security updates, and automated alerts for suspicious activities. We also conduct regular training for employees at all levels on cybersecurity awareness and the protection of confidential information.II

Table of Contents

EXPLANATORY NOTE

CAUTIONARYSPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

RISK FACTORS SUMMARY

PART I

11Risk Factors

TableRisks ofRelated Contentsto Our Finances

weRisks mayRelating be placed at a competitive disadvantage compared to ourOur competitorsIntellectual with less debt; andProperty

GeneralItem Risks1B. RelatedUnresolved toStaff the CompanyComments.

Item 1C3. Cybersecurity.Legal Proceedings.

Risks Relating to Our Intellectual Property

Item 1. Business.

Company Overview

OurEvolution 5G chipsets, in particular, leverage the advantages of ourWireless proven patented technology which significantly improves performance through the use of multiple antennas for both transmission and reception. This makes them highly suitable for 5G-based ultra-high-speed wireless internet services, such as fixed wireless access (“FWA”). 5G-based ultra-high-speed wireless internet offers cost-effective, high-speed internet services with a short latency time, enabling a new class of internet services and media offerings delivered over-the-air rather than via physical networks built on fiber, coax or legacy copper technologies. This positions our 5G chipsets as a promising solution for mobile operators to establish a foothold in next-generation services and to compete effectively against cable management services organizations (“MSOs”) and other network players.Technologies

TableExpanding ofFixed ContentsWireless Access

4Business Development Overview

AsOur partCompetitive of this arrangement, we are applying the same multiple antenna reception technology to our 5G chipsets that received recognition from top carriers worldwide for 4G, 4.5G and 4.75G products. We plan to offer three different 5G chipset solutions, taking into account various market demands for performance, functionality, and price ranges, similar to our existing 4G LTE products. Additionally, we differentiate ourselves from the dominant chipset provider in the market by providing customized solutions tailored to the specific needs of wireless carriers.Strengths

Deep knowledge and expertise on wireless system-level architecture and signal processing: Our engineering team has deep and end-to-end knowledge and expertise on wireless system-level architectures and networks in relation to a broad range of wireless technologies including Wi-Fi, 4G/5G LTE and IoT. This enables us to serve as a trusted advisor and partner to wireless carriers, OEMs and infrastructure vendors to optimize the performance of their 4G/5G devices and networks.Products

7Cyclicality and Seasonality

Regulation

RegulationCompetition

Companies offering wireless modem chipset can be categorized into those primarily focused on wireless modem chipsets for smartphones and those, like us, dedicated to wireless modem chipsets for wireless broadband applications including FWA CPE, mobile routers and modules. Qualcomm and HiSilicon, for example, offer wireless modem chipsets for both smartphones and wireless broadband applications. In the mid and low-end 4G wireless broadband market, there are Qualcomm, the Company, MediaTek, HiSilicon and Sequans among others. However, in the high-speed 4G LTE space, such as 4.75G and 5G wireless broadband market, chipsets are primarily offered by Qualcomm, us and MediaTek, while Samsung LSI concentrates only on modem chipsets for smartphones (most notably the Samsung Galaxy line). HiSilicon has encountered difficulties in its modem business due to political sanctions, and companies like Sequans are limited to lower end IoT chipset developments.Customers

Accordingly,Sales due to the combined impact of high barriers to entry, market pushback against large incumbents with excessive market power or political sanctions against certain offshore suppliers, there are few reliable alternatives for 4G/5G modem chipset suppliers and this has created a timely opportunity for us to expand rapidly. This has also provided us with high scarcity value as one of only a handful of remaining companies worldwide with commercially-proven 4G LTE and soon 5G solutions.Marketing

9Intellectual Property

We rely on a combination of intellectual property rights, including patents, trade secrets, copyrights and trademarks, and contractual protections, to protect our core technology and intellectual property. As of December 31, 2024, we hold approximately 86 patent rights in relation to 5G/4G and next-generation wireless communication semiconductor technology. Our patent portfolio consists of modem design-related technologies (47 items, 55%), which includes multi-antenna solution for modular modem design and interference cancellation technology, system impairment (such as IQ mismatch) calibration technology, communication system technology and signal processing modem technology, RF transceiver technologies (22 cases, 26%), frequency synthesis technologies (15 cases, 17%), and other wireless related technologies (2 cases, 2%).Manufacturing

ManufacturingHuman Resources

We closely monitor the production cycle from wafer to finished goods by reviewing electrical parameters, manufacturing processes and test yield data. We also run routine reliability monitoring programs to ensure long term product reliability. This enables us to operate certain test processes on demand to reduce the time-to-market for our products and to help ensure their quality and reliability. The Company and all of our outsourcing partners have implemented and adhered to the quality management system and environmental management system as required by ISO 9001:2015 across the organization. This has enabled the establishment of a robust quality assurance system for production and products, securing trust from our customers. We are also proactively responding to the strengthening of international environmental regulations and meeting market demands.Facilities

FacilitiesLegal Proceedings

WeAvailable do not own any real property. We believe that our leased facilities are adequate to meet our current needs and that additional facilities will be available on suitable, commercially reasonable terms to accommodate any future needs.Information

WeItem file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, and related amendments, exhibits and other information with the Securities and Exchange Commission, or the SEC1A. YouRisk may access and read our filings without charge through the SEC’s website at wwwFactors.sec.gov or through our website at https://investors.gctsemi.com/sec-filings,

ToMarket maintain high security standards, we leverage third-party tools and services that adhere to industry best practices, including multi-layer authentication. Despite our efforts, we acknowledge that cybersecurity threats are constantly evolving, and we remain vigilant in our efforts to protect our information systems and data.Information

ForHolders further discussion of cybersecurity risks, please refer to the “Risk Factors” section under the heading “General Risks Related to the Company.”Record

MarketItem Information6. [Reserved]

OnItem March7. 20,Management’s 2025,Discussion thereand wereAnalysis 123 holders of recordFinancial ofCondition our common stock and 5Results holders of record of our warrantsOperations. Such numbers do not include beneficial owners holding our securities through nominee names.

We have not paid any cash dividends on Common Stock to date. The Board may from time to time consider whether or not to institute a dividend policy. It is our present intention to retain any earnings for use in our business operations and accordingly, we do not anticipate the Board declaring any dividends in the foreseeable future. The payment of cash dividends in the future will be dependent upon our revenues and earnings, if any, capital requirements and general financial condition. The payment of any cash dividends will be within the discretion of our Board.Overview

DuringKey theFactors quarterAffecting endedOur December 31, 2024, we did not repurchase any equity securities.Performance

accurateBusiness prediction of the growth of the Internet of Things markets and the timing of commercial availability of 4G and 5G networks;Combination

theKey quality,Components performance,of andResults reliability of the product as compared to competing products and technologies;Operations

Risks Related to Our Business

Risks Related to ourOur Finances

Risks Relating to Our Intellectual Property

Risks Related to Ownership of Our Common Stock and Our Corporate Structure

Item 1. Business.

Company Overview

TableExpanding ofFixed ContentsWireless Access

4Business Development Overview

7Cyclicality and Seasonality

​Regulation

RegulationCompetition

9Intellectual Property

ManufacturingHuman Resources

FacilitiesLegal Proceedings

WeAvailable do not own any real property. We believe that our leased facilities are adequate to meet our current needs and that additional facilities will be available on suitable, commercially reasonable terms to accommodate any future needs.Information

ForHolders further discussion of cybersecurity risks, please refer to the “Risk Factors” section under the heading “General Risks Related to the Company.”Record

MarketItem Information6. [Reserved]

OnItem March7. 20,Management’s 2025,Discussion thereand wereAnalysis 123 holders of recordFinancial ofCondition our common stock and 5Results holders of record of our warrantsOperations. Such numbers do not include beneficial owners holding our securities through nominee names.

DuringKey theFactors quarterAffecting endedOur December 31, 2024, we did not repurchase any equity securities.Performance

accurateBusiness prediction of the growth of the Internet of Things markets and the timing of commercial availability of 4G and 5G networks;Combination

theKey quality,Components performance,of andResults reliability of the product as compared to competing products and technologies;Operations

Regulation

FYfalse0001851961P3YP1Y666666666666676666667640125640125640125http://fasb.org/us-gaap/2024#OtherNonoperatingIncomeExpensehttp://fasb.org/srt/2024#ChiefExecutiveOfficerMember0001851961country:KR2024-12-310001851961country:US2024-12-310001851961gcts:GCTSemiconductorIncMembergcts:EarnOutSharesMember2024-03-262024-03-260001851961country:DE2023-01-012023-12-310001851961gcts:ConcordAcquisitionCorpIiiMembergcts:GCTSemiconductorIncMember2024-03-262024-03-260001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanAndSecurityAgreementOneMember2021-10-012021-12-310001851961gcts:HistoricalConvertiblePromissoryNotesNotesMember2024-04-012024-04-300001851961us-gaap:RetainedEarningsMembersrt:ScenarioPreviouslyReportedMember2022-12-310001851961us-gaap:CommonStockMember2024-12-310001851961us-gaap:GeneralAndAdministrativeExpenseMember2023-01-012023-12-310001851961us-gaap:ConvertibleNotesPayableMember2023-12-310001851961us-gaap:AccumulatedOtherComprehensiveIncomeMember2022-12-310001851961gcts:TermLoanAndSecurityAgreementTwoMembergcts:KyeonghoLeeMember2024-12-310001851961us-gaap:RestrictedStockUnitsRSUMember2024-06-012024-06-300001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:NotePayableOneIndividualInvestorMember2021-06-012021-06-300001851961gcts:BlackScholesMertonModelOrBioticLigandModelMemberus-gaap:MeasurementInputRiskFreeInterestRateMembergcts:WarrantLiabilitiesOtherMembersrt:MaximumMember2024-12-310001851961us-gaap:AccountingStandardsUpdate202307Member2024-12-310001851961us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:ForwardContractsMember2024-12-310001851961country:CN2024-01-012024-12-310001851961us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-12-310001851961us-gaap:NotesPayableOtherPayablesMembergcts:KyeonghoLeeMembersrt:MaximumMember2017-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:KyeonghoLeeMember2023-12-310001851961srt:MinimumMember2024-12-310001851961us-gaap:RelatedPartyMembergcts:AnapassMember2024-01-012024-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:KebHanaBankMember2024-04-012024-04-300001851961us-gaap:RelatedPartyMemberus-gaap:LongTermDebtMemberus-gaap:AssetPledgedAsCollateralMembergcts:IbkIndustrialBankMember2023-12-310001851961srt:ScenarioPreviouslyReportedMember2023-12-310001851961gcts:GCTSemiconductorIncMembergcts:ScenarioOneMembergcts:SponsorEarnOutSharesMember2024-03-260001851961us-gaap:ForwardContractsMember2024-04-012024-12-310001851961us-gaap:ValuationTechniqueOptionPricingModelMembergcts:ConvertibleNotesPayableNoncurrentMemberus-gaap:MeasurementInputSharePriceMember2024-12-310001851961gcts:ResearchAndDevelopmentAgreementWithSamsungMember2024-01-012024-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMemberus-gaap:SubsequentEventMembergcts:IBestInvestmentCo.LtdMember2025-02-012025-02-280001851961us-gaap:MeasurementInputPriceVolatilityMembergcts:BlackScholesMertonModelOrBioticLigandModelMembergcts:PrivatePlacementWarrantsMember2024-12-310001851961us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:IBestInvestmentCo.LtdMember2024-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:AnapassIncMember2023-12-310001851961us-gaap:ForwardContractsMember2024-12-310001851961gcts:SponsorEarnOutSharesMember2024-01-012024-12-310001851961us-gaap:ResearchAndDevelopmentExpenseMember2024-01-012024-12-310001851961gcts:MujinElectronicsCoLtdMembergcts:TermLoanAndSecurityAgreementOneMember2024-12-310001851961us-gaap:AdditionalPaidInCapitalMember2024-01-012024-12-310001851961us-gaap:EmployeeStockOptionMember2024-12-310001851961gcts:AnapassIncMembergcts:TermLoanAndSecurityAgreementOneMemberus-gaap:SubsequentEventMember2025-03-252025-03-250001851961gcts:GCTSemiconductorIncMembergcts:ScenarioOneMembergcts:EarnOutSharesMember2024-03-260001851961us-gaap:RelatedPartyMembergcts:AnapassMember2023-12-310001851961us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMembergcts:CustomerFMember2024-01-012024-12-310001851961us-gaap:ConvertibleDebtMember2024-12-310001851961us-gaap:RestrictedStockUnitsRSUMembersrt:MaximumMember2023-01-012023-12-310001851961us-gaap:RelatedPartyMemberus-gaap:LongTermDebtMemberus-gaap:AssetPledgedAsCollateralMembergcts:KebHanaBankMember2023-12-310001851961gcts:TermLoanAndSecurityAgreementTwoMembergcts:AnapassIncMemberus-gaap:SubsequentEventMember2025-03-250001851961us-gaap:ValuationTechniqueOptionPricingModelMembergcts:ConvertibleNotesPayableNoncurrentMembergcts:MeasurementInputRemainingTermMember2024-12-310001851961gcts:PublicAndPrivatePlacementWarrantsMember2024-12-310001851961gcts:WarrantsIssuedOnFebruary2023June2023Membersrt:MaximumMember2024-12-310001851961us-gaap:CommonStockMember2022-12-310001851961us-gaap:NotesPayableOtherPayablesMembergcts:KyeonghoLeeMember2017-01-012017-12-310001851961us-gaap:ResearchAndDevelopmentExpenseMember2023-01-012023-12-310001851961us-gaap:RestrictedStockUnitsRSUMember2024-12-012024-12-310001851961us-gaap:RetainedEarningsMember2023-12-310001851961us-gaap:RelatedPartyMembergcts:AnapassMember2023-01-012023-12-310001851961gcts:ConvertiblePromissoryNoteMember2024-12-310001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanAndSecurityAgreementTwoDrawTwoMember2024-07-012024-07-310001851961gcts:AnapassIncMembergcts:TermLoanAndSecurityAgreementOneMember2022-09-012022-09-300001851961gcts:WarrantsIssuedOnFebruary2023June2023Membersrt:MinimumMember2024-12-310001851961gcts:AnapassIncMembergcts:TermLoanAndSecurityAgreementOneMember2024-07-012024-07-310001851961gcts:HistoricalConvertiblePromissoryNotesNotesMember2023-12-310001851961us-gaap:DomesticCountryMember2024-01-012024-12-310001851961us-gaap:EmployeeStockOptionMember2024-01-012024-12-310001851961us-gaap:AccountingStandardsUpdate202006Member2024-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:IbkIndustrialBankMember2024-04-300001851961gcts:HistoricalConvertiblePromissoryNotesNotesMembergcts:StrategicInvestorMember2024-03-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:KebHanaBankMember2016-07-310001851961gcts:HistoricalConvertiblePromissoryNotesNotesMember2024-08-012024-09-300001851961us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-01-012023-12-310001851961gcts:LegacyGctEarnOutSharesMember2024-01-012024-12-310001851961gcts:IBestInvestmentCo.LtdMembergcts:TermLoanAndSecurityAgreementDrawTwoMember2023-12-012023-12-310001851961us-gaap:FurnitureAndFixturesMember2024-12-310001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanAndSecurityAgreementOneMember2024-12-310001851961us-gaap:RestrictedStockUnitsRSUMembergcts:EffectOfRetrospectiveApplicationOfAccountingStandardsUpdate202309Member2023-12-310001851961us-gaap:FairValueMeasurementsRecurringMember2023-12-310001851961us-gaap:RelatedPartyMembergcts:KyeonghoLeeMember2023-12-310001851961gcts:BlackScholesMertonModelOrBioticLigandModelMembergcts:PrivatePlacementWarrantsMemberus-gaap:MeasurementInputExpectedTermMember2024-12-310001851961gcts:KyeonghoLeeMembergcts:TermLoanMember2024-03-012024-03-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:AnapassIncMember2024-12-310001851961us-gaap:FairValueMeasurementsRecurringMember2024-12-310001851961gcts:ConvertiblePromissoryNotesNotes20232024Membergcts:CvtInvestorsMember2024-12-310001851961gcts:BlackScholesMertonModelOrBioticLigandModelMemberus-gaap:MeasurementInputExercisePriceMembergcts:PrivatePlacementWarrantsMember2024-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:IbkIndustrialBankMember2023-12-310001851961gcts:KyeonghoLeeMembergcts:TermLoanMember2024-12-310001851961gcts:IBestInvestmentCo.Ltd.Member2024-01-012024-12-310001851961gcts:KyeonghoLeeMembergcts:TermLoanMember2024-11-012024-11-300001851961us-gaap:MeasurementInputPriceVolatilityMemberus-gaap:ValuationTechniqueOptionPricingModelMembergcts:ConvertibleNotesPayableNoncurrentMember2024-12-310001851961us-gaap:ConvertibleNotesPayableMember2024-12-310001851961gcts:ResearchAndDevelopmentAgreementWithAlphaHoldingsCo.LtdMember2024-12-310001851961gcts:IBestInvestmentCo.LtdMembergcts:TermLoanAndSecurityAgreementDrawFourMember2024-03-012024-03-310001851961gcts:B.RileyPrincipalCapitalIiLlcMemberus-gaap:SubsequentEventMember2025-01-012025-03-200001851961country:US2023-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:IBestInvestmentCo.LtdMember2023-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:KebHanaBankMembersrt:MaximumMember2024-12-312024-12-310001851961us-gaap:RelatedPartyMembergcts:KyeonghoLeeMember2024-01-012024-12-310001851961us-gaap:RetainedEarningsMember2022-12-310001851961us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2023-12-310001851961us-gaap:CommonStockMember2024-06-012024-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:MujinElectronicsCoLtdMember2024-12-310001851961gcts:IncentiveCompensationPlan2024Member2024-12-310001851961gcts:WarrantsIssuedOnSeptemberTwoThousandAndTwentyFourMember2024-12-310001851961gcts:AnapassIncMembergcts:TermLoanAndSecurityAgreementOneMember2024-12-310001851961us-gaap:NotesPayableOtherPayablesMembergcts:KyeonghoLeeMember2024-11-012024-11-300001851961gcts:WarrantsIssuedOnFebruary2023June2023Member2024-01-012024-12-310001851961us-gaap:RestrictedStockUnitsRSUMember2024-12-310001851961gcts:PipeFinancingMember2024-03-262024-03-260001851961us-gaap:PrivatePlacementMember2024-09-012024-09-300001851961gcts:ConcordAcquisitionCorpIiiMembergcts:PrivatePlacementWarrantsMember2021-11-012021-11-300001851961gcts:ConvertiblePromissoryNotesNotes20232024Member2024-03-012024-03-310001851961us-gaap:NotesPayableOtherPayablesMembergcts:KyeonghoLeeMember2017-12-310001851961gcts:SponsorEarnOutSharesMember2024-03-260001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMember2024-12-310001851961gcts:MujinElectronicsCoLtdMembergcts:TermLoanAndSecurityAgreementOneMember2024-07-012024-07-310001851961gcts:BlackScholesMertonModelOrBioticLigandModelMemberus-gaap:MeasurementInputExercisePriceMembergcts:WarrantLiabilitiesOtherMembersrt:MaximumMember2024-12-310001851961us-gaap:TechnologyEquipmentMember2024-12-310001851961gcts:GCTSemiconductorIncMembergcts:ScenarioTwoMembergcts:EarnOutSharesMember2024-03-262024-03-260001851961us-gaap:AdditionalPaidInCapitalMember2022-12-310001851961gcts:AnapassIncMembergcts:TermLoanAndSecurityAgreementOneMember2024-09-012024-09-300001851961gcts:ConcordAcquisitionCorpIiiMember2024-03-262024-03-260001851961gcts:BlackScholesMertonModelOrBioticLigandModelMemberus-gaap:MeasurementInputRiskFreeInterestRateMembergcts:PrivatePlacementWarrantsMember2024-12-310001851961gcts:GCTSemiconductorIncMembergcts:EarnOutSharesMember2024-03-260001851961gcts:GCTSemiconductorIncMembergcts:EarnOutSharesMembergcts:ScenarioThreeMember2024-03-260001851961us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:KebHanaBankMember2017-01-012017-12-310001851961gcts:BlackScholesMertonModelOrBioticLigandModelMembersrt:MinimumMembergcts:WarrantLiabilitiesOtherMemberus-gaap:MeasurementInputExpectedTermMember2024-12-310001851961gcts:CustomerHMemberus-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMember2024-01-012024-12-310001851961gcts:HistoricalConvertiblePromissoryNotesNotesMember2024-12-310001851961gcts:ConcordAcquisitionCorpIiiMembergcts:GCTSemiconductorIncMember2024-03-260001851961us-gaap:WarrantMember2024-01-012024-12-310001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanAndSecurityAgreementTwoDrawOneMember2024-12-310001851961us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:MeasurementInputExpectedTermMemberus-gaap:ForwardContractsMember2024-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:KebHanaBankMember2023-12-310001851961us-gaap:CommonStockMembersrt:ScenarioPreviouslyReportedMember2023-12-310001851961us-gaap:AdditionalPaidInCapitalMember2023-12-3100018519612024-10-012024-12-3100018519612024-12-310001851961gcts:ConcordAcquisitionCorpIiiMembergcts:PipeFinancingMember2024-03-260001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:KebHanaBankMember2016-07-012016-07-310001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanAndSecurityAgreementOneMember2021-10-310001851961us-gaap:ResearchMemberus-gaap:StateAndLocalJurisdictionMember2024-12-310001851961us-gaap:FurnitureAndFixturesMember2023-12-310001851961gcts:ConvertiblePromissoryNoteMember2023-12-310001851961us-gaap:RelatedPartyMemberus-gaap:LongTermDebtMembergcts:AnapassInc.Memberus-gaap:AssetPledgedAsCollateralMember2024-12-310001851961us-gaap:RevenueFromContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMembergcts:CustomerLMember2024-01-012024-12-310001851961us-gaap:RelatedPartyMemberus-gaap:LongTermDebtMemberus-gaap:AssetPledgedAsCollateralMembergcts:KebHanaBankMember2024-12-3100018519612024-01-012024-12-310001851961gcts:ConvertiblePromissoryNotesNotes20232024Membergcts:StrategicInvestorMember2024-02-012024-02-290001851961us-gaap:RestrictedStockUnitsRSUMember2023-01-012023-12-310001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanAndSecurityAgreementTwoDrawOneMember2022-04-300001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanAndSecurityAgreementTwoDrawOneMember2024-04-012024-04-300001851961us-gaap:RelatedPartyMemberus-gaap:LongTermDebtMemberus-gaap:AssetPledgedAsCollateralMembergcts:IbkIndustrialBankMember2024-12-310001851961gcts:GCTSemiconductorIncMembergcts:ScenarioThreeMembergcts:SponsorEarnOutSharesMember2024-03-2600018519612025-03-200001851961us-gaap:FairValueInputsLevel3Membergcts:BlackScholesMertonModelOrBioticLigandModelMembergcts:WarrantLiabilitiesPrivateAndPublicWarrantsMember2024-12-310001851961us-gaap:RetainedEarningsMember2024-01-012024-12-310001851961gcts:ConvertiblePromissoryNotesNotes20232024Membergcts:CvtInvestorsMember2024-03-310001851961gcts:TermLoanAndSecurityAgreementTwoMembergcts:AnapassIncMemberus-gaap:SubsequentEventMember2025-03-252025-03-250001851961us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-12-310001851961gcts:EmployeeStockPurchasePlanTwoThousandAndTwentyFourMember2024-12-310001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanAndSecurityAgreementTwoDrawOneMember2022-04-012022-04-300001851961gcts:KyeonghoLeeMembergcts:TermLoanAndSecurityAgreementOneMember2024-12-310001851961us-gaap:StateAndLocalJurisdictionMember2024-12-310001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanMember2024-07-012024-07-310001851961gcts:HistoricalConvertiblePromissoryNotesNotesMembersrt:MinimumMember2024-12-310001851961gcts:WarrantLiabilitiesMember2024-12-310001851961gcts:PublicAndPrivatePlacementWarrantsMember2024-01-012024-12-310001851961country:KR2023-12-310001851961gcts:AnapassIncMembergcts:TermLoanAndSecurityAgreementOneMember2024-12-012024-12-3100018519612024-04-300001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanAndSecurityAgreementOneMember2024-04-012024-04-300001851961us-gaap:RestrictedStockUnitsRSUMember2023-12-310001851961gcts:ConcordAcquisitionCorpIiiMembergcts:PublicWarrantsMember2021-11-012021-11-300001851961us-gaap:MeasurementInputRiskFreeInterestRateMemberus-gaap:ValuationTechniqueOptionPricingModelMembergcts:ConvertibleNotesPayableNoncurrentMember2024-12-310001851961gcts:AnapassIncMembergcts:TermLoanAndSecurityAgreementOneMember2016-07-012016-07-310001851961gcts:IncentiveCompensationPlan2011Member2023-12-310001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanAndSecurityAgreementTwoDrawTwoMember2024-04-012024-04-300001851961us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001851961gcts:TermLoanAndSecurityAgreementTwoMembergcts:AnapassIncMember2024-09-300001851961gcts:IBestInvestmentCo.LtdMembergcts:TermLoanAndSecurityAgreementDrawThreeMember2024-06-012024-06-300001851961srt:MaximumMember2024-01-012024-12-310001851961gcts:ResearchAndDevelopmentAgreementWithAlphaHoldingsCo.LtdMember2024-02-290001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:NotePayableOneIndividualInvestorMember2021-06-300001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:NotePayableOneIndividualInvestorMember2023-12-310001851961us-gaap:GeneralAndAdministrativeExpenseMember2024-01-012024-12-310001851961gcts:ConvertiblePromissoryNotesNotes20232024Membergcts:StrategicInvestorMember2024-02-290001851961country:US2023-01-012023-12-310001851961us-gaap:ServiceMember2024-01-012024-12-310001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanAndSecurityAgreementOneMember2022-01-012022-12-310001851961gcts:AnapassIncMembergcts:TermLoanAndSecurityAgreementOneMember2024-05-012024-05-310001851961us-gaap:NotesPayableOtherPayablesMembersrt:MinimumMembergcts:KyeonghoLeeMember2017-12-310001851961us-gaap:RestrictedStockUnitsRSUMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMember2025-04-012026-02-280001851961us-gaap:ServiceMember2023-01-012023-12-310001851961us-gaap:SellingAndMarketingExpenseMember2023-01-012023-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:IBestInvestmentCo.LtdMember2022-01-012022-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:IbkIndustrialBankMember2024-12-310001851961country:TW2024-01-012024-12-310001851961us-gaap:WarrantMember2023-01-012023-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:IBestInvestmentCo.LtdMember2024-10-012024-10-310001851961us-gaap:RelatedPartyMembergcts:KyeonghoLeeMember2023-01-012023-12-310001851961gcts:B.RileyPrincipalCapitalIiLlcMember2024-01-012024-12-310001851961us-gaap:CommonStockMember2023-01-012023-12-310001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanAndSecurityAgreementOneMember2022-12-310001851961us-gaap:CommonStockMember2024-01-012024-12-310001851961gcts:BlackScholesMertonModelOrBioticLigandModelMembersrt:MinimumMemberus-gaap:MeasurementInputExercisePriceMembergcts:WarrantLiabilitiesOtherMember2024-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:KebHanaBankMember2024-12-310001851961gcts:AnapassIncMembergcts:TermLoanAndSecurityAgreementTwoDrawTwoMember2022-09-300001851961us-gaap:RetainedEarningsMember2023-01-012023-12-310001851961us-gaap:AccumulatedOtherComprehensiveIncomeMembersrt:ScenarioPreviouslyReportedMember2022-12-310001851961us-gaap:WarrantMember2023-12-310001851961us-gaap:RestrictedStockUnitsRSUMember2023-01-012023-12-310001851961us-gaap:AccountingStandardsUpdate202203Member2024-12-310001851961gcts:HistoricalConvertiblePromissoryNotesNotesMember2017-01-012022-12-3100018519612024-03-260001851961gcts:PublicWarrantsMemberus-gaap:MeasurementInputExercisePriceMemberus-gaap:ValuationTechniqueOptionPricingModelMember2024-12-310001851961us-gaap:MeasurementInputPriceVolatilityMembergcts:BlackScholesMertonModelOrBioticLigandModelMembergcts:WarrantLiabilitiesOtherMembersrt:MaximumMember2024-12-310001851961us-gaap:EmployeeStockOptionMember2023-01-012023-12-310001851961gcts:GCTSemiconductorIncMembergcts:ScenarioOneMembergcts:SponsorEarnOutSharesMember2024-03-262024-03-260001851961us-gaap:EmployeeStockOptionMember2023-12-3100018519612022-12-310001851961gcts:CustomerDMemberus-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMember2023-01-012023-12-310001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanAndSecurityAgreementTwoDrawTwoMember2022-04-012022-04-300001851961us-gaap:RelatedPartyMemberus-gaap:LongTermDebtMemberus-gaap:AssetPledgedAsCollateralMembergcts:AnapassInc.Member2024-12-310001851961country:DE2024-01-012024-12-310001851961gcts:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockFor11.50PerShareMember2024-01-012024-12-310001851961us-gaap:WarrantMemberus-gaap:PrivatePlacementMember2024-09-012024-09-300001851961us-gaap:RetainedEarningsMembersrt:ScenarioPreviouslyReportedMember2023-12-310001851961us-gaap:NotesPayableOtherPayablesMembergcts:KyeonghoLeeMembersrt:MaximumMember2021-12-310001851961gcts:KyeonghoLeeMembergcts:TermLoanMember2024-11-300001851961country:TW2023-01-012023-12-310001851961srt:ScenarioPreviouslyReportedMemberus-gaap:AdditionalPaidInCapitalMember2023-12-310001851961us-gaap:CommonStockMembersrt:ScenarioPreviouslyReportedMember2022-12-310001851961gcts:HistoricalConvertiblePromissoryNotesNotesMember2024-11-012024-12-310001851961gcts:KyeonghoLeeMembergcts:TermLoanMemberus-gaap:SubsequentEventMember2025-01-012025-01-310001851961gcts:EffectOfRetrospectiveApplicationOfAccountingStandardsUpdate202309Member2023-01-012023-12-310001851961gcts:B.RileyPrincipalCapitalIiLlcMembersrt:MaximumMember2024-12-310001851961us-gaap:SellingAndMarketingExpenseMember2024-01-012024-12-310001851961gcts:TwoThousandAndTwentyFourConvertiblePromissoryNoteMember2024-12-310001851961us-gaap:TechnologyEquipmentMember2023-12-310001851961us-gaap:ForeignCountryMember2024-12-310001851961gcts:MujinElectronicsCoLtdMembergcts:TermLoanAndSecurityAgreementOneMember2024-10-012024-10-310001851961gcts:WarrantsIssuedOnOctober2023Member2024-01-012024-12-310001851961us-gaap:RevenueFromContractWithCustomerMembergcts:CustomerMMemberus-gaap:CustomerConcentrationRiskMember2024-01-012024-12-310001851961us-gaap:MeasurementInputPriceVolatilityMembergcts:BlackScholesMertonModelOrBioticLigandModelMembersrt:MinimumMembergcts:WarrantLiabilitiesOtherMember2024-12-310001851961gcts:GCTSemiconductorIncMembergcts:EarnOutSharesMembergcts:ScenarioThreeMember2024-03-262024-03-260001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:IbkIndustrialBankMember2017-01-012017-01-310001851961us-gaap:RelatedPartyMemberus-gaap:LongTermDebtMemberus-gaap:AssetPledgedAsCollateralMembergcts:AnapassInc.Member2023-12-310001851961us-gaap:RestrictedStockUnitsRSUMember2024-08-012024-08-310001851961us-gaap:MeasurementInputRiskFreeInterestRateMembergcts:BlackScholesMertonModelOrBioticLigandModelMembersrt:MinimumMembergcts:WarrantLiabilitiesOtherMember2024-12-310001851961us-gaap:ConvertibleDebtSecuritiesMember2023-01-012023-12-310001851961gcts:CustomerKMemberus-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMember2024-01-012024-12-310001851961srt:MinimumMember2024-01-012024-12-310001851961us-gaap:AdditionalPaidInCapitalMember2023-01-012023-12-310001851961gcts:WarrantsIssuedOnJuly2023Member2024-01-012024-12-310001851961us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueOptionPricingModelMembergcts:ConvertibleNotesPayableNoncurrentMember2024-12-310001851961us-gaap:ResearchMemberus-gaap:DomesticCountryMember2024-01-012024-12-310001851961gcts:CustomerKMemberus-gaap:RevenueFromContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMember2024-01-012024-12-310001851961us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:MeasurementInputRiskFreeInterestRateMembersrt:MinimumMemberus-gaap:ForwardContractsMember2024-12-310001851961us-gaap:LeaseholdImprovementsMember2023-12-310001851961gcts:KyeonghoLeeMembergcts:TermLoanMember2017-12-310001851961us-gaap:AccountingStandardsUpdate202108Member2024-12-310001851961us-gaap:RetainedEarningsMember2024-12-310001851961srt:RestatementAdjustmentMemberus-gaap:AdditionalPaidInCapitalMember2022-12-310001851961gcts:IncentiveCompensationPlan2024Member2024-03-310001851961gcts:OtherLocationMember2023-01-012023-12-310001851961us-gaap:FairValueInputsLevel3Membergcts:ProbabilityWeightedExpectedReturnMethodMembergcts:ConvertibleNotesPayableCurrentMember2023-12-310001851961gcts:GCTSemiconductorIncMembergcts:ScenarioTwoMembergcts:EarnOutSharesMember2024-03-260001851961us-gaap:RestrictedStockUnitsRSUMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2025-04-012026-02-280001851961us-gaap:RevenueFromContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMembergcts:CustomerFMember2024-01-012024-12-310001851961gcts:WarrantsIssuedOnJuly2023Member2024-12-310001851961us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001851961gcts:GCTSemiconductorIncMembergcts:ScenarioTwoMembergcts:SponsorEarnOutSharesMember2024-03-260001851961gcts:ConcordAcquisitionCorpIiiMember2024-03-260001851961us-gaap:CostOfSalesMember2024-01-012024-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:KebHanaBankMember2024-07-012024-07-310001851961us-gaap:StateAndLocalJurisdictionMember2024-01-012024-12-310001851961gcts:ResearchAndDevelopmentAgreementWithSamsungMember2024-12-310001851961gcts:GCTSemiconductorIncMember2024-03-260001851961country:US2024-01-012024-12-310001851961gcts:KyeonghoLeeMembergcts:TermLoanMember2017-01-012017-12-3100018519612024-03-012024-03-310001851961gcts:HistoricalConvertiblePromissoryNotesNotesMembersrt:MaximumMember2024-12-310001851961us-gaap:RelatedPartyMembergcts:AnapassMember2024-12-310001851961us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMembergcts:CustomerBMember2024-01-012024-12-310001851961gcts:GCTSemiconductorIncMembergcts:SponsorMembergcts:PrivatePlacementWarrantsAndPublicWarrantsMember2021-11-012021-11-300001851961gcts:PublicWarrantsMemberus-gaap:ValuationTechniqueOptionPricingModelMemberus-gaap:MeasurementInputExpectedTermMember2024-12-310001851961us-gaap:DomesticCountryMember2024-12-310001851961us-gaap:CommonStockMember2023-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:IBestInvestmentCo.LtdMember2023-01-012023-12-310001851961us-gaap:ResearchMemberus-gaap:DomesticCountryMember2024-12-310001851961srt:RestatementAdjustmentMemberus-gaap:AdditionalPaidInCapitalMember2023-12-310001851961gcts:ProductionEquipmentMember2024-12-310001851961gcts:GCTSemiconductorIncMembergcts:ScenarioOneMembergcts:EarnOutSharesMember2024-03-262024-03-260001851961gcts:ResearchAndDevelopmentAgreementWithAlphaHoldingsCo.LtdMember2024-01-012024-12-310001851961us-gaap:AccumulatedOtherComprehensiveIncomeMembersrt:ScenarioPreviouslyReportedMember2023-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:NotePayableOneIndividualInvestorMember2024-08-012024-08-310001851961gcts:BlackScholesMertonModelOrBioticLigandModelMembergcts:WarrantLiabilitiesOtherMembersrt:MaximumMemberus-gaap:MeasurementInputExpectedTermMember2024-12-310001851961gcts:GCTSemiconductorIncMembergcts:ScenarioThreeMembergcts:SponsorEarnOutSharesMember2024-03-262024-03-260001851961us-gaap:ValuationTechniqueOptionPricingModelMembergcts:ConvertibleNotesPayableNoncurrentMemberus-gaap:MeasurementInputCreditSpreadMember2024-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:IbkIndustrialBankMember2024-07-3100018519612023-12-310001851961us-gaap:CommonStockMembersrt:RestatementAdjustmentMember2023-12-310001851961gcts:WarrantsIssuedOnOctober2023Member2024-12-3100018519612021-12-310001851961country:KR2023-01-012023-12-310001851961gcts:B.RileyPrincipalCapitalIiLlcMember2024-03-310001851961gcts:KyeonghoLeeMembergcts:TermLoanMember2021-12-310001851961gcts:ProductionEquipmentMember2023-12-310001851961us-gaap:ProductMember2024-01-012024-12-310001851961us-gaap:NotesPayableOtherPayablesMembersrt:MinimumMembergcts:KyeonghoLeeMember2021-12-310001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanAndSecurityAgreementTwoDrawTwoMember2022-04-300001851961srt:ScenarioPreviouslyReportedMember2022-12-310001851961us-gaap:LeaseholdImprovementsMember2024-12-310001851961gcts:PipeFinancingMember2024-03-260001851961us-gaap:RevenueFromContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMembergcts:CustomerBMember2023-01-012023-12-310001851961gcts:KyeonghoLeeMemberus-gaap:SubsequentEventMembergcts:TermLoanMember2025-01-310001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanAndSecurityAgreementTwoDrawOneMember2024-06-012024-06-300001851961gcts:MVentureInvestmentInc.Membergcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMember2023-12-3100018519612024-04-012024-04-300001851961gcts:CustomerGMemberus-gaap:RevenueFromContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMember2023-01-012023-12-310001851961gcts:GCTSemiconductorIncMembergcts:ConcordAcquisitionCorpIiiMember2024-03-260001851961us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:MeasurementInputRiskFreeInterestRateMembersrt:MaximumMemberus-gaap:ForwardContractsMember2024-12-310001851961gcts:GCTSemiconductorIncMembergcts:SponsorEarnOutSharesMember2024-03-262024-03-2600018519612024-06-300001851961us-gaap:WarrantMemberus-gaap:PrivatePlacementMember2024-09-300001851961gcts:ConvertiblePromissoryNotesNotes20232024Membergcts:CvtInvestorsMember2023-11-012024-03-310001851961srt:MaximumMember2024-12-310001851961us-gaap:RelatedPartyMembergcts:KyeonghoLeeMember2024-12-310001851961gcts:EmployeeStockPurchasePlan2024Member2024-12-310001851961gcts:EffectOfRetrospectiveApplicationOfAccountingStandardsUpdate202309Member2023-12-310001851961us-gaap:NotesPayableOtherPayablesMembergcts:KyeonghoLeeMember2024-03-012024-03-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:KyeonghoLeeMember2024-12-310001851961country:CN2023-01-012023-12-310001851961us-gaap:AdditionalPaidInCapitalMember2024-12-310001851961gcts:CustomerHMemberus-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMember2023-01-012023-12-310001851961gcts:GCTSemiconductorIncMembergcts:SponsorEarnOutSharesMember2024-07-012024-07-310001851961gcts:ConcordAcquisitionCorpIiiMembergcts:GCTSemiconductorIncMemberus-gaap:ConvertibleDebtMember2024-03-260001851961us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMembergcts:CustomerBMember2023-01-012023-12-310001851961gcts:WarrantsIssuedOnSeptemberTwoThousandAndTwentyFourMember2024-01-012024-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:KebHanaBankMembersrt:MinimumMember2024-12-312024-12-310001851961gcts:AnapassIncMembergcts:TermLoanAndSecurityAgreementOneMember2022-05-012022-05-310001851961gcts:TermLoanAndSecurityAgreementTwoMembergcts:KyeonghoLeeMember2024-12-012024-12-310001851961us-gaap:PropertyPlantAndEquipmentOtherTypesMember2024-12-310001851961us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMembergcts:CustomerFMember2023-01-012023-12-310001851961gcts:EarnOutSharesMember2024-12-310001851961gcts:HistoricalConvertiblePromissoryNotesNotesMember2024-03-012024-03-310001851961us-gaap:CommonStockMembersrt:RestatementAdjustmentMember2022-12-310001851961us-gaap:ConvertibleDebtMember2023-12-310001851961us-gaap:ConvertibleDebtSecuritiesMember2024-01-012024-12-3100018519612023-01-012023-12-310001851961us-gaap:NotesPayableOtherPayablesMembergcts:KyeonghoLeeMember2021-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:IbkIndustrialBankMember2017-01-310001851961gcts:TermLoanAndSecurityAgreementTwoMembergcts:KyeonghoLeeMember2024-11-012024-11-300001851961us-gaap:ConvertibleNotesPayableMember2024-12-310001851961us-gaap:ProductMember2023-01-012023-12-310001851961gcts:GCTSemiconductorIncMembergcts:ScenarioTwoMembergcts:SponsorEarnOutSharesMember2024-03-262024-03-260001851961us-gaap:ConvertibleDebtMember2024-01-012024-12-310001851961gcts:AnapassIncMembergcts:TermLoanAndSecurityAgreementOneMember2016-07-310001851961us-gaap:CommonClassAMember2024-01-012024-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:IBestInvestmentCo.LtdMember2022-12-310001851961us-gaap:WarrantMember2024-12-310001851961us-gaap:RelatedPartyMemberus-gaap:LongTermDebtMembergcts:AnapassInc.Memberus-gaap:AssetPledgedAsCollateralMember2023-12-310001851961gcts:GCTSemiconductorIncMembergcts:SponsorEarnOutSharesMember2024-07-310001851961gcts:ConvertiblePromissoryNotesNotes20232024Membergcts:StrategicInvestorMember2024-12-310001851961gcts:AnapassIncMembergcts:TermLoanAndSecurityAgreementTwoDrawOneMember2022-05-310001851961us-gaap:FairValueInputsLevel3Membergcts:ProbabilityWeightedExpectedReturnMethodMembergcts:ConvertibleNotesPayableNoncurrentMember2023-12-310001851961gcts:GCTSemiconductorIncMembergcts:SponsorEarnOutSharesMember2024-03-260001851961srt:ScenarioPreviouslyReportedMemberus-gaap:AdditionalPaidInCapitalMember2022-12-310001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanAndSecurityAgreementTwoDrawTwoMember2024-12-310001851961country:KR2024-01-012024-12-310001851961gcts:WarrantLiabilitiesMember2024-01-012024-12-310001851961gcts:MujinElectronicsCoLtdMembergcts:TermLoanAndSecurityAgreementOneMember2024-07-31xbrli:pureiso4217:KRWgcts:Segmentxbrli:sharesiso4217:USDxbrli:sharesiso4217:USDutr:Y

0001851961falseFYP3YP1Y666666666666676666667640125640125640125http://fasb.org/us-gaap/2025#OtherNonoperatingIncomeExpensehttp://fasb.org/srt/2025#ChiefExecutiveOfficerMember0001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:KyeonghoLeeMember2024-12-310001851961gcts:KyeonghoLeeMembergcts:TermLoanMember2017-12-310001851961us-gaap:FairValueMeasurementsRecurringMember2024-12-310001851961gcts:AtTheMarketAgreementMember2025-01-012025-12-310001851961us-gaap:RestrictedStockUnitsRSUMember2025-12-310001851961gcts:IndigoConvertiblePromissoryNoteMember2025-12-310001851961gcts:VestedAndUnreleasedRSUsMember2025-12-310001851961gcts:EmployeeStockPurchasePlan2024Member2025-12-310001851961us-gaap:NotesPayableOtherPayablesMembergcts:KyeonghoLeeMember2025-11-012025-11-300001851961us-gaap:RelatedPartyMembergcts:KyeonghoLeeMember2024-01-012024-12-310001851961us-gaap:AdditionalPaidInCapitalMember2023-12-310001851961us-gaap:NotesPayableOtherPayablesMembergcts:KyeonghoLeeMember2017-01-012017-12-310001851961us-gaap:RelatedPartyMembergcts:KyeonghoLeeMember2025-01-012025-12-310001851961us-gaap:CommonClassAMember2025-01-012025-12-310001851961gcts:GCTSemiconductorIncMembergcts:ScenarioTwoMembergcts:SponsorEarnOutSharesMember2024-03-262024-03-260001851961us-gaap:LeaseholdImprovementsMember2025-12-310001851961us-gaap:DomesticCountryMember2025-12-310001851961gcts:ConcordAcquisitionCorpIiiMember2024-03-262024-03-2600018519612025-10-012025-12-310001851961gcts:AnapassIncMembersrt:ScenarioForecastMembergcts:TermLoanAndSecurityAgreementOneMember2026-03-012026-03-310001851961us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001851961us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:MeasurementInputRiskFreeInterestRateMembersrt:MaximumMemberus-gaap:ForwardContractsMember2025-12-310001851961us-gaap:ResearchMemberus-gaap:StateAndLocalJurisdictionMember2025-12-310001851961us-gaap:WarrantMember2024-01-012024-12-310001851961gcts:MujinElectronicsCoLtdMembergcts:TermLoanAndSecurityAgreementOneMember2025-10-012025-10-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:NotePayableOneIndividualInvestorMember2021-06-300001851961us-gaap:RelatedPartyMembergcts:AnapassMember2025-12-310001851961us-gaap:StateAndLocalJurisdictionMember2025-01-012025-12-310001851961gcts:AnapassIncMembergcts:TermLoanAndSecurityAgreementEightMember2025-09-300001851961gcts:StrategicInvestorMemberus-gaap:SubsequentEventMembergcts:TwoThousandAndTwentyFourConvertiblePromissoryNoteMember2026-02-012026-02-280001851961us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2025-12-310001851961gcts:TwoThousandTwentyFourConvertiblePromissoryNotesMemberus-gaap:SubsequentEventMember2026-02-280001851961gcts:TermLoanAndSecurityAgreementFourMembergcts:AnapassIncMember2025-12-012025-12-310001851961gcts:KyeonghoLeeMembergcts:TermLoanMember2024-03-012024-03-310001851961gcts:AnapassIncMembergcts:TermLoanAndSecurityAgreementFiveMember2025-03-310001851961srt:MaximumMembergcts:AtTheMarketAgreementMember2025-04-012025-04-300001851961gcts:OmnibusIncentiveCompensationPlan2024Member2024-03-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:MujinElectronicsCoLtdMember2024-12-310001851961gcts:AnapassIncMembergcts:TermLoanAndSecurityAgreementOneMember2024-07-012024-07-310001851961gcts:TermLoanAndSecurityAgreementOneMembergcts:IBestInvestmentCo.LtdMember2025-06-3000018519612024-03-260001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:IBestInvestmentCo.LtdMember2022-12-310001851961gcts:IBestInvestmentCo.LtdMembergcts:TermLoanAndSecurityAgreementDrawFourMember2024-03-012024-03-310001851961gcts:OmnibusIncentiveCompensationPlan2024Member2025-12-310001851961gcts:StrategicInvestorMembergcts:TwoThousandTwentyFourConvertiblePromissoryNotesMember2024-02-012024-02-290001851961gcts:WarrantLiabilitiesMember2025-01-012025-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:KebHanaBankMember2017-01-012017-12-310001851961us-gaap:FairValueInputsLevel3Membergcts:WarrantLiabilitiesAssociatedWithPrivateWarrantsMembergcts:BlackScholesMertonModelOrBioticLigandModelMember2025-12-310001851961gcts:RegisteredDirectOfferingMemberus-gaap:AdditionalPaidInCapitalMember2025-01-012025-12-310001851961gcts:CvtInvestorsMembergcts:TwoThousandAndTwentyFourConvertiblePromissoryNoteMember2024-03-310001851961gcts:KyeonghoLeeMembergcts:TermLoanMember2025-01-012025-12-310001851961gcts:KyeonghoLeeMembergcts:TermLoanMember2025-10-310001851961gcts:TwoThousandAndTwentyFourConvertiblePromissoryNoteMember2025-12-310001851961us-gaap:CommonStockMember2024-01-012024-12-310001851961us-gaap:PropertyPlantAndEquipmentOtherTypesMember2025-12-310001851961gcts:WarrantsIssuedOnJuly2023Member2025-12-310001851961gcts:EmployeeStockPurchasePlanTwoThousandAndTwentyFourMember2024-12-310001851961country:US2024-01-012024-12-310001851961gcts:CvtInvestorsMembergcts:TwoThousandAndTwentyFourConvertiblePromissoryNoteMember2024-02-012024-03-310001851961us-gaap:GeneralAndAdministrativeExpenseMember2024-01-012024-12-310001851961us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMembergcts:ConvertibleNotesPayableNoncurrentMember2025-12-310001851961gcts:BlackScholesMertonModelOrBioticLigandModelMemberus-gaap:MeasurementInputExercisePriceMembergcts:WarrantLiabilitiesOtherMembersrt:MaximumMember2025-12-310001851961us-gaap:RelatedPartyMemberus-gaap:LongTermDebtMemberus-gaap:AssetPledgedAsCollateralMembergcts:KebHanaBankMember2025-12-310001851961gcts:GCTSemiconductorIncMembergcts:ScenarioThreeMembergcts:SponsorEarnOutSharesMember2024-03-260001851961country:TW2024-01-012024-12-310001851961gcts:ResearchAndDevelopmentAgreementWithAlphaHoldingsCo.LtdMember2025-12-310001851961us-gaap:WarrantMember2025-01-012025-12-310001851961gcts:WarrantsIssuedOnMayTwoThousandAndTwentyFiveMember2025-12-310001851961us-gaap:CommonStockMembergcts:RegisteredDirectOfferingMember2025-05-310001851961us-gaap:NotesPayableOtherPayablesMembersrt:MinimumMembergcts:KyeonghoLeeMember2017-12-310001851961gcts:GCTSemiconductorIncMember2024-03-260001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanAndSecurityAgreementOneMember2022-12-310001851961us-gaap:EmployeeStockOptionMember2024-12-310001851961gcts:AnapassIncMembergcts:TermLoanAndSecurityAgreementThreeMember2022-09-012022-09-300001851961gcts:ThePipeFinancingMember2024-03-260001851961us-gaap:TechnologyEquipmentMember2024-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:KebHanaBankMembersrt:MaximumMember2025-01-012025-12-310001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanAndSecurityAgreementOneMember2021-10-310001851961country:CN2024-01-012024-12-310001851961us-gaap:RelatedPartyMemberus-gaap:LongTermDebtMemberus-gaap:AssetPledgedAsCollateralMembergcts:AnapassInc.Member2024-12-310001851961gcts:WarrantLiabilitiesMember2025-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:KebHanaBankMember2025-07-012025-07-310001851961gcts:ThirdIndigoConvertiblePromissoryNoteMemberus-gaap:SubsequentEventMember2026-01-310001851961us-gaap:SellingAndMarketingExpenseMember2025-01-012025-12-310001851961gcts:TermLoanAndSecurityAgreementTwoMembergcts:KyeonghoLeeMember2024-12-012024-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:AnapassIncMember2025-12-310001851961us-gaap:ValuationTechniqueOptionPricingModelMemberus-gaap:MeasurementInputCreditSpreadMembergcts:ConvertibleNotesPayableNoncurrentMember2025-12-310001851961gcts:TwoThousandAndTwentyFourConvertiblePromissoryNoteMember2024-12-310001851961gcts:B.RileyPrincipalCapitalIiLlcMember2024-04-300001851961gcts:AtTheMarketAgreementMemberus-gaap:AdditionalPaidInCapitalMember2025-01-012025-12-310001851961country:CN2025-01-012025-12-310001851961us-gaap:RelatedPartyMembergcts:KyeonghoLeeMember2025-12-310001851961gcts:GCTSemiconductorIncMembergcts:SponsorMembergcts:PrivatePlacementWarrantsAndPublicWarrantsMember2021-11-012021-11-300001851961gcts:ObsidianGlobalPartnersLLCMembersrt:ScenarioForecastMembersrt:MaximumMember2026-03-310001851961us-gaap:ResearchAndDevelopmentExpenseMember2024-01-012024-12-310001851961us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:MeasurementInputRiskFreeInterestRateMembersrt:MinimumMemberus-gaap:ForwardContractsMember2025-12-310001851961us-gaap:RelatedPartyMembergcts:KyeonghoLeeMember2024-12-310001851961gcts:ConvertiblePromissoryNoteMember2024-12-310001851961gcts:MujinElectronicsCoLtdMembergcts:TermLoanAndSecurityAgreementOneMember2024-07-310001851961us-gaap:RestrictedStockUnitsRSUMember2024-12-012024-12-310001851961us-gaap:CommonStockMember2025-12-310001851961gcts:SponsorEarnOutSharesMember2025-01-012025-12-310001851961gcts:B.RileyPrincipalCapitalIiLlcMembersrt:MaximumMember2025-12-310001851961gcts:GCTSemiconductorIncMembergcts:EarnOutSharesMember2024-03-262024-03-260001851961gcts:WarrantsIssuedOnMayTwoThousandAndTwentyFiveMember2025-01-012025-12-310001851961gcts:PublicAndPrivatePlacementWarrantsMember2025-12-310001851961us-gaap:ValuationTechniqueOptionPricingModelMembergcts:ConvertibleNotesPayableNoncurrentMembergcts:MeasurementInputRemainingTermMember2025-12-310001851961gcts:GCTSemiconductorIncMembergcts:ScenarioOneMembergcts:EarnOutSharesMember2024-03-260001851961us-gaap:WarrantMemberus-gaap:PrivatePlacementMember2024-09-300001851961gcts:TermLoanAndSecurityAgreementDrawFifthAndSixthMembergcts:IBestInvestmentCo.LtdMember2025-05-012025-05-310001851961us-gaap:ResearchMemberus-gaap:DomesticCountryMember2025-12-310001851961gcts:UnvestedRestrictedStockUnitsRSUMember2024-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembersrt:MinimumMembergcts:IbkIndustrialBankMember2025-06-012025-06-300001851961us-gaap:RetainedEarningsMember2023-12-310001851961gcts:WarrantsIssuedOnOctober2023Member2025-12-310001851961us-gaap:RestrictedStockUnitsRSUMember2025-05-012025-05-310001851961gcts:IBestInvestmentCo.LtdMembergcts:TermLoanAndSecurityAgreementDrawThreeMember2024-06-012024-06-300001851961gcts:BlackScholesMertonModelOrBioticLigandModelMembergcts:WarrantLiabilitiesOtherMembersrt:MaximumMemberus-gaap:MeasurementInputExpectedTermMember2025-12-310001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanAndSecurityAgreementTwoDrawOneMember2024-04-012024-04-300001851961us-gaap:RelatedPartyMembergcts:AnapassMember2025-01-012025-12-310001851961gcts:MujinElectronicsCoLtdMembergcts:TermLoanAndSecurityAgreementOneMember2024-07-012024-07-310001851961us-gaap:ProductMember2024-01-012024-12-310001851961gcts:GCTSemiconductorIncMembergcts:ScenarioOneMembergcts:EarnOutSharesMember2024-03-262024-03-2600018519612025-12-310001851961us-gaap:RevenueFromContractWithCustomerMembergcts:CustomerOMemberus-gaap:CustomerConcentrationRiskMember2025-01-012025-12-3100018519612025-05-012025-05-310001851961gcts:ConcordAcquisitionCorpIiiMembergcts:GCTSemiconductorIncMember2024-03-260001851961us-gaap:ConvertibleDebtMember2025-01-012025-12-310001851961us-gaap:SellingAndMarketingExpenseMember2024-01-012024-12-310001851961us-gaap:RetainedEarningsMember2025-01-012025-12-310001851961gcts:AnapassIncMembergcts:TermLoanAndSecurityAgreementSixMember2025-07-012025-07-310001851961gcts:KyeonghoLeeMemberus-gaap:SubsequentEventMember2026-01-012026-01-310001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanAndSecurityAgreementOneMember2022-01-012022-12-310001851961gcts:B.RileyPrincipalCapitalIiLlcMember2024-03-310001851961srt:MaximumMember2025-12-310001851961gcts:TermLoanAndSecurityAgreementFourMembergcts:AnapassIncMember2025-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:KebHanaBankMember2024-07-012024-07-310001851961gcts:StrategicInvestorMembergcts:TwoThousandTwentyFourConvertiblePromissoryNotesMemberus-gaap:SubsequentEventMember2026-02-012026-02-280001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:IBestInvestmentCo.LtdMember2025-12-310001851961gcts:AnapassIncMembergcts:TermLoanAndSecurityAgreementOneMember2025-03-012025-03-310001851961country:KR2024-12-310001851961us-gaap:PrivatePlacementMember2024-09-012024-09-300001851961gcts:BlackScholesMertonModelOrBioticLigandModelMemberus-gaap:MeasurementInputExercisePriceMembersrt:MinimumMembergcts:WarrantLiabilitiesOtherMember2025-12-310001851961gcts:TermLoanAndSecurityAgreementSevenMembergcts:AnapassIncMember2025-08-310001851961us-gaap:StateAndLocalJurisdictionMember2025-12-310001851961gcts:TermLoanAndSecurityAgreementTwoMembergcts:AnapassIncMember2025-11-012025-11-300001851961gcts:CustomerHMemberus-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMember2024-01-012024-12-310001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanMember2024-07-012024-07-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:KebHanaBankMember2025-12-310001851961us-gaap:AdditionalPaidInCapitalMember2024-01-012024-12-310001851961us-gaap:ConvertibleDebtMember2025-12-310001851961us-gaap:AdditionalPaidInCapitalMember2024-12-3100018519612024-04-012024-04-300001851961us-gaap:MeasurementInputRiskFreeInterestRateMembergcts:BlackScholesMertonModelOrBioticLigandModelMembergcts:WarrantLiabilitiesOtherMembersrt:MaximumMember2025-12-310001851961us-gaap:RestrictedStockUnitsRSUMember2025-03-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:MujinElectronicsCoLtdMember2025-12-310001851961gcts:ProductionEquipmentMember2025-12-310001851961gcts:InvestorWarrantsMember2025-01-012025-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:IbkIndustrialBankMembersrt:MaximumMember2025-06-012025-06-300001851961us-gaap:RestrictedStockUnitsRSUMember2024-12-310001851961us-gaap:CostOfSalesMember2025-01-012025-12-310001851961country:KR2024-01-012024-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:KebHanaBankMember2025-04-012025-04-300001851961gcts:WarrantsIssuedOnFebruary2023June2023Membersrt:MaximumMember2025-12-310001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanAndSecurityAgreementOneMember2021-10-012021-12-310001851961us-gaap:ResearchAndDevelopmentExpenseMember2025-01-012025-12-310001851961gcts:AtTheMarketAgreementMember2025-04-092025-04-090001851961us-gaap:MeasurementInputPriceVolatilityMembergcts:BlackScholesMertonModelOrBioticLigandModelMembergcts:WarrantLiabilitiesOtherMembersrt:MaximumMember2025-12-310001851961gcts:PublicAndPrivatePlacementWarrantsMember2025-01-012025-12-310001851961gcts:WarrantsIssuedOnAugustTwoThousandAndTwentyFiveMember2025-01-012025-12-310001851961srt:MinimumMember2025-12-310001851961us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-12-310001851961gcts:TermLoanAndSecurityAgreementTwoMembergcts:KyeonghoLeeMember2024-12-310001851961us-gaap:CommonStockMembergcts:AtTheMarketAgreementMember2025-01-012025-12-310001851961us-gaap:WarrantMemberus-gaap:PrivatePlacementMember2024-09-012024-09-300001851961gcts:SponsorEarnOutSharesMember2024-03-260001851961gcts:ConcordAcquisitionCorpIiiMembergcts:ThePipeFinancingMember2024-03-260001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanAndSecurityAgreementTwoDrawTwoMember2024-04-012024-04-300001851961us-gaap:ForeignCountryMember2025-12-310001851961us-gaap:AccumulatedOtherComprehensiveIncomeMember2023-12-310001851961gcts:TermLoanAndSecurityAgreementFourMembergcts:AnapassIncMember2024-12-012024-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:IbkIndustrialBankMembersrt:MaximumMember2025-11-012025-11-300001851961gcts:TermLoanAndSecurityAgreementSevenMembergcts:AnapassIncMember2025-08-012025-08-310001851961gcts:GCTSemiconductorIncMembergcts:EarnOutSharesMember2024-03-260001851961us-gaap:MeasurementInputPriceVolatilityMembergcts:BlackScholesMertonModelOrBioticLigandModelMembergcts:PrivatePlacementWarrantsMember2025-12-310001851961us-gaap:ForwardContractsMember2024-12-310001851961us-gaap:RevenueFromContractWithCustomerMembergcts:CustomerMMemberus-gaap:CustomerConcentrationRiskMember2024-01-012024-12-310001851961gcts:ObsidianGlobalPartnersLLCMembersrt:ScenarioForecastMembersrt:MaximumMember2026-03-012026-03-310001851961gcts:CustomerKMemberus-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMember2024-01-012024-12-310001851961us-gaap:RevenueFromContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMembergcts:CustomerBMember2025-01-012025-12-310001851961gcts:WarrantsIssuedOnFebruary2023June2023Member2025-01-012025-12-310001851961us-gaap:FurnitureAndFixturesMember2024-12-310001851961gcts:TermLoanAndSecurityAgreementTwoMembergcts:AnapassIncMember2022-05-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:IBestInvestmentCo.LtdMember2023-01-012023-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:KebHanaBankMember2016-07-310001851961us-gaap:RelatedPartyMemberus-gaap:LongTermDebtMemberus-gaap:AssetPledgedAsCollateralMembergcts:IbkIndustrialBankMember2025-12-310001851961us-gaap:RelatedPartyMembergcts:AnapassInc.Memberus-gaap:LongTermDebtMemberus-gaap:AssetPledgedAsCollateralMember2025-12-310001851961gcts:AnapassIncMembergcts:TermLoanAndSecurityAgreementFiveMember2025-03-012025-03-3100018519612023-12-310001851961us-gaap:InterestExpenseMembergcts:KyeonghoLeeMembergcts:TermLoanMember2025-01-012025-12-310001851961us-gaap:SubsequentEventMembergcts:AtTheMarketAgreementMember2026-02-280001851961gcts:FirstAndSecondIndigoNoteMember2025-12-012025-12-310001851961gcts:IncentiveCompensationPlan2024Member2024-12-310001851961gcts:MujinElectronicsCoLtdMembergcts:TermLoanAndSecurityAgreementOneMember2025-06-012025-06-300001851961gcts:KyeonghoLeeMembergcts:TermLoanMember2025-12-310001851961us-gaap:RetainedEarningsMember2024-12-310001851961us-gaap:NotesPayableOtherPayablesMembergcts:KyeonghoLeeMembersrt:MaximumMember2021-12-310001851961us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueOptionPricingModelMembergcts:ConvertibleNotesPayableNoncurrentMember2025-12-310001851961us-gaap:EmployeeStockOptionMember2025-01-012025-12-310001851961us-gaap:RelatedPartyMemberus-gaap:LongTermDebtMemberus-gaap:AssetPledgedAsCollateralMembergcts:IbkIndustrialBankMember2024-12-310001851961gcts:GCTSemiconductorIncMembergcts:EarnOutSharesMembergcts:ScenarioThreeMember2024-03-262024-03-260001851961gcts:TermLoanAndSecurityAgreementTwoMembergcts:AnapassIncMember2025-05-012025-05-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:KebHanaBankMember2016-07-012016-07-310001851961country:US2025-01-012025-12-310001851961gcts:ConcordAcquisitionCorpIiiMember2024-03-260001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:IbkIndustrialBankMember2025-11-012025-11-300001851961us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-12-310001851961us-gaap:SubsequentEventMembergcts:FifthIndigoConvertiblePromissoryNoteMember2026-01-310001851961us-gaap:NotesPayableOtherPayablesMembersrt:MinimumMembergcts:KyeonghoLeeMember2021-12-310001851961gcts:FirstIndigoConvertiblePromissoryNoteMember2025-12-012025-12-310001851961us-gaap:RestrictedStockUnitsRSUMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2024-12-012024-12-310001851961gcts:WarrantsIssuedOnJuly2023Member2025-01-012025-12-3100018519612024-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:IBestInvestmentCo.LtdMember2024-12-310001851961us-gaap:RestrictedStockUnitsRSUMembergcts:ShareBasedCompensationAwardTrancheFourMember2025-03-310001851961gcts:KyeonghoLeeMembergcts:TermLoanMember2025-05-012025-05-310001851961gcts:GCTSemiconductorIncMembergcts:ScenarioTwoMembergcts:SponsorEarnOutSharesMember2024-03-260001851961gcts:TermLoanAndSecurityAgreementTwoMembergcts:KyeonghoLeeMember2024-11-012024-11-300001851961gcts:December2024TermLoanAmendmentMembergcts:KyeonghoLeeMember2025-10-012025-10-310001851961us-gaap:DomesticCountryMember2025-01-012025-12-3100018519612024-03-012024-03-310001851961gcts:TermLoanAndSecurityAgreementTwoMembergcts:AnapassIncMember2025-11-300001851961us-gaap:NotesPayableOtherPayablesMembergcts:KyeonghoLeeMember2024-11-012024-11-300001851961gcts:KyeonghoLeeMembergcts:TermLoanMember2024-11-300001851961us-gaap:CommonStockMembergcts:RegisteredDirectOfferingMember2025-05-012025-05-310001851961gcts:ResearchAndDevelopmentAgreementWithAlphaHoldingsCo.LtdMember2025-01-012025-12-310001851961gcts:KyeonghoLeeMembergcts:TermLoanMemberus-gaap:SubsequentEventMember2026-01-012026-01-310001851961us-gaap:WarrantMembergcts:RegisteredDirectOfferingMember2025-05-012025-05-310001851961us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:MeasurementInputRiskFreeInterestRateMembergcts:IndigoConvertiblePromissoryNoteMember2025-12-310001851961us-gaap:ConvertibleDebtMember2024-12-310001851961us-gaap:WarrantMembergcts:RegisteredDirectOfferingMember2025-05-310001851961gcts:TwoThousandAndTwentyFourConvertiblePromissoryNoteMember2024-03-012024-03-310001851961gcts:FirstIndigoNoteMember2025-12-310001851961us-gaap:RevenueFromContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMembergcts:CustomerFMember2024-01-012024-12-310001851961gcts:CustomerKMemberus-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMember2025-01-012025-12-310001851961gcts:WarrantsIssuedOnSeptemberTwoThousandAndTwentyFourMember2025-01-012025-12-310001851961us-gaap:EmployeeStockOptionMember2024-01-012024-12-3100018519612025-06-300001851961gcts:StrategicInvestorMembergcts:TwoThousandAndTwentyFourConvertiblePromissoryNoteMember2024-02-290001851961us-gaap:RelatedPartyMembergcts:AnapassMember2024-12-310001851961us-gaap:NotesPayableOtherPayablesMembergcts:KyeonghoLeeMember2017-12-310001851961gcts:AnapassIncMembergcts:TermLoanAndSecurityAgreementEightMember2025-09-012025-09-300001851961gcts:WarrantLiabilitiesMember2024-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:IBestInvestmentCo.LtdMember2025-02-012025-02-280001851961gcts:ThePipeFinancingMember2024-03-262024-03-260001851961gcts:GCTSemiconductorIncMembergcts:ScenarioTwoMembergcts:EarnOutSharesMember2024-03-262024-03-260001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanAndSecurityAgreementTwoDrawOneMember2022-04-012022-04-300001851961country:US2025-12-310001851961us-gaap:CommonStockMember2023-12-310001851961us-gaap:RelatedPartyMembergcts:AnapassMember2024-01-012024-12-310001851961us-gaap:AccumulatedOtherComprehensiveIncomeMember2025-01-012025-12-310001851961gcts:ResearchAndDevelopmentAgreementWithAlphaHoldingsCo.LtdMember2024-02-290001851961country:KR2025-01-012025-12-310001851961us-gaap:ResearchMemberus-gaap:DomesticCountryMember2025-01-012025-12-310001851961us-gaap:NotesPayableOtherPayablesMembergcts:KyeonghoLeeMember2024-03-012024-03-310001851961us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:ForwardContractsMember2025-12-310001851961gcts:WarrantsIssuedOnSeptemberTwoThousandAndTwentyFiveMember2025-01-012025-12-310001851961us-gaap:SubsequentEventMembergcts:IndigoConvertiblePromissoryNoteMember2026-01-012026-01-310001851961srt:MinimumMembergcts:WarrantsIssuedOnFebruary2023June2023Member2025-12-310001851961gcts:GCTSemiconductorIncMembergcts:SponsorEarnOutSharesMember2024-03-262024-03-260001851961us-gaap:RevenueFromContractWithCustomerMembergcts:CustomerMMemberus-gaap:CustomerConcentrationRiskMember2025-01-012025-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:IbkIndustrialBankMember2025-12-310001851961gcts:BlackScholesMertonModelOrBioticLigandModelMemberus-gaap:MeasurementInputExercisePriceMembergcts:PrivatePlacementWarrantsMember2025-12-310001851961gcts:IndigoConvertiblePromissoryNoteMember2024-12-310001851961gcts:IncentiveCompensationPlan2024Member2025-12-310001851961us-gaap:RestrictedStockUnitsRSUMember2024-06-280001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:IBestInvestmentCo.LtdMember2025-06-012025-06-300001851961gcts:KyeonghoLeeMembergcts:TermLoanMember2025-08-012025-08-310001851961us-gaap:RestrictedStockUnitsRSUMember2024-08-012024-08-310001851961gcts:ThirdAndFourthAndFifthConvertiblePromissoryNoteMemberus-gaap:SubsequentEventMember2026-01-012026-01-310001851961gcts:May2020TermLoanAmendmentMembergcts:KyeonghoLeeMember2025-10-012025-10-310001851961gcts:RegisteredDirectOfferingMember2025-01-012025-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:KebHanaBankMember2025-07-310001851961us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:IBestInvestmentCo.LtdMember2025-05-012025-05-310001851961gcts:WarrantsIssuedOnSeptemberTwoThousandAndTwentyFiveMember2025-12-310001851961gcts:TermLoanAndSecurityAgreementFourMembergcts:AnapassIncMember2024-12-310001851961gcts:ConcordAcquisitionCorpIiiMembergcts:GCTSemiconductorIncMemberus-gaap:ConvertibleDebtMember2024-03-260001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:KebHanaBankMember2024-07-310001851961gcts:AnapassIncMembergcts:TermLoanAndSecurityAgreementOneMember2025-03-310001851961gcts:LegacyGctEarnOutSharesMember2024-01-012024-12-310001851961us-gaap:RestrictedStockUnitsRSUMember2025-01-012025-12-310001851961us-gaap:ConvertibleDebtSecuritiesMember2025-01-012025-12-310001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanAndSecurityAgreementTwoDrawTwoMember2022-04-300001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:NotePayableOneIndividualInvestorMember2024-08-012024-08-310001851961gcts:RegisteredDirectOfferingMember2025-05-310001851961gcts:WarrantsIssuedOnOctober2023Member2025-01-012025-12-310001851961us-gaap:FurnitureAndFixturesMember2025-12-310001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanAndSecurityAgreementTwoDrawOneMember2022-04-300001851961gcts:InvestorWarrantsMember2025-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:AnapassIncMember2024-12-310001851961gcts:GCTSemiconductorIncMembergcts:ScenarioOneMembergcts:SponsorEarnOutSharesMember2024-03-260001851961us-gaap:ProductMember2025-01-012025-12-310001851961gcts:LegacyGctEarnOutSharesMember2025-01-012025-12-310001851961gcts:WarrantsIssuedOnAugustTwoThousandAndTwentyFiveMember2025-12-310001851961gcts:FirstIndigoConvertiblePromissoryNoteMember2025-12-310001851961us-gaap:TechnologyEquipmentMember2025-12-310001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanAndSecurityAgreementTwoDrawTwoMember2022-04-012022-04-300001851961us-gaap:SubsequentEventMembergcts:IndigoConvertiblePromissoryNoteMember2026-01-310001851961us-gaap:FairValueMeasurementsRecurringMember2025-12-310001851961gcts:TermLoanAndSecurityAgreementTwoMembergcts:AnapassIncMember2022-05-012022-05-310001851961us-gaap:RestrictedStockUnitsRSUMember2024-01-012024-12-310001851961gcts:ResearchAndDevelopmentAgreementWithSamsungMember2025-01-012025-12-310001851961gcts:StrategicInvestorMembergcts:TwoThousandAndTwentyFourConvertiblePromissoryNoteMember2024-02-012024-02-290001851961us-gaap:WarrantMember2024-12-310001851961gcts:AnapassIncMembergcts:TermLoanAndSecurityAgreementThreeMember2025-09-300001851961gcts:AnapassIncMembergcts:TermLoanAndSecurityAgreementOneMember2016-07-310001851961country:KR2025-12-310001851961gcts:KyeonghoLeeMembergcts:TermLoanMember2021-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:KebHanaBankMember2024-12-310001851961us-gaap:RelatedPartyMemberus-gaap:LongTermDebtMembergcts:AnapassInc.Memberus-gaap:AssetPledgedAsCollateralMember2024-12-310001851961us-gaap:MeasurementInputRiskFreeInterestRateMemberus-gaap:ValuationTechniqueOptionPricingModelMembergcts:ConvertibleNotesPayableNoncurrentMember2025-12-310001851961gcts:EmployeeStockPurchasePlanTwoThousandAndTwentyFourMember2025-12-310001851961us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMembergcts:CustomerBMember2025-01-012025-12-310001851961gcts:RegisteredDirectOfferingMember2025-05-012025-05-310001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanAndSecurityAgreementTwoDrawOneMember2024-06-012024-06-300001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:IBestInvestmentCo.LtdMember2023-12-310001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanAndSecurityAgreementTwoDrawTwoMember2024-07-012024-07-310001851961us-gaap:RestrictedStockUnitsRSUMemberus-gaap:ShareBasedCompensationAwardTrancheTwoMember2024-12-012024-12-310001851961us-gaap:ValuationTechniqueDiscountedCashFlowMembergcts:IndigoConvertiblePromissoryNoteMemberus-gaap:MeasurementInputExpectedTermMember2025-12-310001851961us-gaap:AdditionalPaidInCapitalMember2025-12-310001851961gcts:AtTheMarketAgreementMember2025-04-012025-04-300001851961gcts:AnapassIncMembergcts:TermLoanAndSecurityAgreementThreeMember2025-09-012025-09-300001851961gcts:ConcordAcquisitionCorpIiiMembergcts:PrivatePlacementWarrantsMember2021-11-012021-11-300001851961us-gaap:ConvertibleNotesPayableMember2024-12-310001851961us-gaap:ConvertibleNotesPayableMember2025-12-310001851961gcts:GCTSemiconductorIncMembergcts:EarnOutSharesMembergcts:ScenarioThreeMember2024-03-2600018519612025-01-012025-12-310001851961us-gaap:FairValueInputsLevel1Memberus-gaap:FairValueMeasurementsRecurringMember2024-12-310001851961gcts:WarrantsIssuedOnSeptemberTwoThousandAndTwentyFourMember2025-12-310001851961gcts:GCTSemiconductorIncMembergcts:ScenarioOneMembergcts:SponsorEarnOutSharesMember2024-03-262024-03-260001851961us-gaap:EmployeeStockOptionMember2025-12-310001851961gcts:AnapassIncMembergcts:TermLoanAndSecurityAgreementThreeMember2022-09-300001851961us-gaap:RetainedEarningsMember2025-12-310001851961gcts:KyeonghoLeeMembergcts:TermLoanAndSecurityAgreementOneMember2024-12-310001851961us-gaap:SubsequentEventMembergcts:FourthIndigoConvertiblePromissoryNoteMember2026-01-310001851961srt:MinimumMember2025-01-012025-12-310001851961gcts:AnapassIncMembergcts:TermLoanAndSecurityAgreementThreeMember2024-09-012024-09-300001851961us-gaap:RestrictedStockUnitsRSUMemberus-gaap:ShareBasedCompensationAwardTrancheThreeMember2025-03-310001851961gcts:ResearchAndDevelopmentAgreementWithSamsungMember2025-12-310001851961gcts:IBestInvestmentCo.LtdMembergcts:TermLoanAndSecurityAgreementDrawTwoMember2023-12-012023-12-310001851961us-gaap:RetainedEarningsMember2024-01-012024-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:IBestInvestmentCo.LtdMember2022-01-012022-12-310001851961gcts:ResearchAndDevelopmentAgreementWithAlphaHoldingsCo.LtdMember2025-03-310001851961us-gaap:MeasurementInputPriceVolatilityMemberus-gaap:ValuationTechniqueOptionPricingModelMembergcts:ConvertibleNotesPayableNoncurrentMember2025-12-310001851961gcts:AnapassIncMembergcts:TermLoanAndSecurityAgreementSixMember2025-07-310001851961us-gaap:FairValueInputsLevel3Memberus-gaap:ValuationTechniqueOptionPricingModelMembergcts:ConvertibleNotesPayableNoncurrentMember2024-12-310001851961us-gaap:ValuationTechniqueOptionPricingModelMembergcts:ConvertibleNotesPayableNoncurrentMemberus-gaap:MeasurementInputSharePriceMember2025-12-310001851961gcts:ProductionEquipmentMember2024-12-310001851961gcts:AnapassIncMembergcts:TermLoanAndSecurityAgreementOneMember2016-07-012016-07-310001851961gcts:CustomerHMemberus-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMember2025-01-012025-12-310001851961gcts:GCTSemiconductorIncMembergcts:SponsorEarnOutSharesMember2024-03-260001851961gcts:KyeonghoLeeMembergcts:TermLoanMember2017-01-012017-12-310001851961gcts:MujinElectronicsCoLtdMembergcts:TermLoanAndSecurityAgreementOneMember2025-01-012025-12-310001851961us-gaap:EmployeeStockOptionMember2024-01-012024-12-310001851961gcts:AtTheMarketAgreementMember2025-12-310001851961gcts:WarrantsEachWholeWarrantExercisableForOneShareOfCommonStockFor11.50PerShareMember2025-01-012025-12-310001851961gcts:KyeonghoLeeMembergcts:TermLoanMember2024-11-012024-11-300001851961us-gaap:SubsequentEventMembergcts:AtTheMarketAgreementMember2026-01-012026-02-280001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanAndSecurityAgreementOneMember2021-10-012021-10-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMember2025-12-310001851961us-gaap:ConvertibleDebtSecuritiesMember2024-01-012024-12-310001851961gcts:EarnOutSharesMember2024-12-310001851961us-gaap:CommonStockMember2024-12-310001851961us-gaap:ServiceMember2024-01-012024-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:KebHanaBankMembersrt:MinimumMember2025-01-012025-12-310001851961us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMembergcts:CustomerBMember2024-01-012024-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:IBestInvestmentCo.LtdMember2025-12-012025-12-310001851961gcts:BlackScholesMertonModelOrBioticLigandModelMembergcts:PrivatePlacementWarrantsMemberus-gaap:MeasurementInputExpectedTermMember2025-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:KyeonghoLeeMember2025-12-310001851961us-gaap:WarrantMember2025-12-310001851961gcts:IndigoConvertiblePromissoryNoteMember2025-01-012025-12-310001851961srt:MaximumMember2025-01-012025-12-310001851961gcts:KyeonghoLeeMembergcts:TermLoanMember2025-01-012025-01-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:IbkIndustrialBankMember2017-01-310001851961us-gaap:RevenueFromContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMembergcts:CustomerMember2025-01-012025-12-310001851961gcts:GCTSemiconductorIncMembergcts:ScenarioTwoMembergcts:EarnOutSharesMember2024-03-260001851961gcts:GCTSemiconductorIncMembergcts:SponsorEarnOutSharesMember2024-07-310001851961gcts:BlackScholesMertonModelOrBioticLigandModelMemberus-gaap:MeasurementInputRiskFreeInterestRateMembergcts:PrivatePlacementWarrantsMember2025-12-310001851961us-gaap:NotesPayableOtherPayablesMembergcts:KyeonghoLeeMembersrt:MaximumMember2017-12-310001851961gcts:GCTSemiconductorIncMembergcts:ScenarioThreeMembergcts:SponsorEarnOutSharesMember2024-03-262024-03-260001851961country:DE2024-01-012024-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:KebHanaBankMember2024-04-012024-04-300001851961gcts:StrategicInvestorMembergcts:TwoThousandTwentyFourConvertiblePromissoryNotesMemberus-gaap:SubsequentEventMember2026-02-280001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:KebHanaBankMember2025-04-300001851961gcts:KyeonghoLeeMembergcts:TermLoanMember2025-01-310001851961us-gaap:FairValueInputsLevel3Memberus-gaap:FairValueMeasurementsRecurringMember2025-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:NotePayableOneIndividualInvestorMember2021-06-012021-06-300001851961gcts:ResearchAndDevelopmentAgreementWithAlphaHoldingsCo.LtdMember2025-01-012025-03-310001851961us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:FairValueInputsLevel3Memberus-gaap:ForwardContractsMember2024-12-310001851961us-gaap:NotesPayableOtherPayablesMembergcts:KyeonghoLeeMember2021-12-310001851961gcts:FoundersSharesMember2024-01-012024-12-310001851961gcts:BlackScholesMertonModelOrBioticLigandModelMemberus-gaap:MeasurementInputRiskFreeInterestRateMembersrt:MinimumMembergcts:WarrantLiabilitiesOtherMember2025-12-310001851961gcts:MVentureInvestmentInc.Membergcts:TermLoanAndSecurityAgreementOneMember2024-04-012024-04-300001851961us-gaap:RestrictedStockUnitsRSUMember2024-06-012024-06-300001851961gcts:SecondIndigoNoteMember2025-12-310001851961us-gaap:CostOfSalesMember2024-01-012024-12-310001851961gcts:ConcordAcquisitionCorpIiiMembergcts:PublicWarrantsMember2021-11-012021-11-300001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:IBestInvestmentCo.LtdMember2024-10-012024-10-310001851961country:TW2025-01-012025-12-310001851961us-gaap:CommonStockMembergcts:RegisteredDirectOfferingMember2025-01-012025-12-310001851961us-gaap:ValuationTechniqueDiscountedCashFlowMembergcts:IndigoConvertiblePromissoryNoteMemberus-gaap:MeasurementInputCreditSpreadMember2025-12-310001851961gcts:B.RileyPrincipalCapitalIiLlcMember2025-01-012025-12-310001851961gcts:BlackScholesMertonModelOrBioticLigandModelMembersrt:MinimumMembergcts:WarrantLiabilitiesOtherMemberus-gaap:MeasurementInputExpectedTermMember2025-12-310001851961gcts:GCTSemiconductorIncMembergcts:SponsorEarnOutSharesMember2024-07-012024-07-310001851961us-gaap:CommonStockMember2025-01-012025-12-3100018519612024-01-012024-12-310001851961gcts:UnvestedRestrictedStockUnitsRSUMember2025-12-3100018519612026-03-190001851961us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMembergcts:CustomerFMember2024-01-012024-12-310001851961gcts:SponsorEarnOutSharesMember2024-01-012024-12-310001851961gcts:WarrantsIssuedOnNovemberTwoThousandAndTwentyFiveMember2025-01-012025-12-310001851961us-gaap:RelatedPartyMemberus-gaap:LongTermDebtMemberus-gaap:AssetPledgedAsCollateralMembergcts:AnapassInc.Member2025-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembersrt:MinimumMembergcts:IbkIndustrialBankMember2025-11-012025-11-300001851961gcts:EarnOutSharesMember2025-12-310001851961gcts:GCTSemiconductorIncMembergcts:ConcordAcquisitionCorpIiiMember2024-03-260001851961us-gaap:RelatedPartyMemberus-gaap:LongTermDebtMemberus-gaap:AssetPledgedAsCollateralMembergcts:KebHanaBankMember2024-12-310001851961us-gaap:AdditionalPaidInCapitalMember2025-01-012025-12-310001851961us-gaap:MeasurementInputPriceVolatilityMembergcts:BlackScholesMertonModelOrBioticLigandModelMembersrt:MinimumMembergcts:WarrantLiabilitiesOtherMember2025-12-310001851961gcts:CvtInvestorsMembergcts:TwoThousandAndTwentyFourConvertiblePromissoryNoteMember2025-12-310001851961us-gaap:ForwardContractsMember2025-01-012025-12-310001851961us-gaap:ServiceMember2025-01-012025-12-310001851961country:DE2025-01-012025-12-310001851961gcts:MujinElectronicsCoLtdMembergcts:TermLoanAndSecurityAgreementOneMember2024-10-012024-10-310001851961gcts:KyeonghoLeeMemberus-gaap:SubsequentEventMembergcts:TermLoanMember2026-01-310001851961us-gaap:ValuationTechniqueDiscountedCashFlowMemberus-gaap:MeasurementInputExpectedTermMemberus-gaap:ForwardContractsMember2025-12-310001851961us-gaap:FairValueInputsLevel3Membergcts:WarrantLiabilitiesAssociatedWithPrivateWarrantsMembergcts:BlackScholesMertonModelOrBioticLigandModelMember2024-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:IbkIndustrialBankMember2024-12-310001851961gcts:CustomerKMemberus-gaap:RevenueFromContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMember2024-01-012024-12-310001851961us-gaap:PropertyPlantAndEquipmentOtherTypesMember2024-12-310001851961us-gaap:ForwardContractsMember2025-12-310001851961us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-01-012024-12-310001851961us-gaap:LeaseholdImprovementsMember2024-12-310001851961gcts:BorrowingsPursuantToTermLoanAndSecurityAgreementsMembergcts:IbkIndustrialBankMember2017-01-012017-01-310001851961us-gaap:NotesPayableOtherPayablesMembergcts:KyeonghoLeeMember2021-01-012021-12-310001851961gcts:TermLoanAndSecurityAgreementDrawFifthAndSixthMembergcts:IBestInvestmentCo.LtdMember2025-06-012025-06-300001851961us-gaap:RestrictedStockUnitsRSUMember2025-09-012025-09-300001851961gcts:ConcordAcquisitionCorpIiiMembergcts:GCTSemiconductorIncMember2024-03-262024-03-260001851961us-gaap:ConvertibleNotesPayableMember2025-12-310001851961gcts:SecondIndigoConvertiblePromissoryNoteMember2025-12-310001851961country:US2024-12-310001851961us-gaap:NotesPayableOtherPayablesMembergcts:KyeonghoLeeMember2024-05-012024-05-310001851961us-gaap:AccumulatedOtherComprehensiveIncomeMember2024-12-310001851961gcts:ConvertiblePromissoryNoteMember2025-12-310001851961us-gaap:GeneralAndAdministrativeExpenseMember2025-01-012025-12-310001851961us-gaap:RevenueFromContractWithCustomerMemberus-gaap:CustomerConcentrationRiskMembergcts:CustomerLMember2024-01-012024-12-310001851961gcts:TermLoanAndSecurityAgreementTwoMembergcts:AnapassIncMember2024-05-012024-05-310001851961gcts:AnapassIncMembergcts:TermLoanAndSecurityAgreementOneMember2025-07-012025-07-310001851961gcts:WarrantsIssuedOnNovemberTwoThousandAndTwentyFiveMember2025-12-310001851961gcts:StrategicInvestorMembergcts:TwoThousandAndTwentyFourConvertiblePromissoryNoteMember2025-12-310001851961us-gaap:AccountsReceivableMemberus-gaap:CustomerConcentrationRiskMembergcts:CustomerFMember2025-01-012025-12-31iso4217:KRWxbrli:puregcts:Segmentxbrli:sharesiso4217:USDxbrli:sharesiso4217:USDutr:Y

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)


☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, ~~2024~~2025


☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO

Commission File Number 001-41013

GCT Semiconductor Holding, Inc.

(Exact name of Registrant as specified in its Charter)


Delaware	86-2171699
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
2290 North 1st Street, Suite 201 San Jose, California	95131
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code: (408) 434-6040

Not Applicable

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, par value $0.0001 per share	GCTS	The New York Stock Exchange
Warrants, each whole warrant exercisable for one share of Common Stock for $11.50 per share	GCTSW	The New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES ☐ No ☒

Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act. YES ☐ No ☒

Indicate by check mark whether the Registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ NO ☐

Indicate by check mark whether the Registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the Registrant was required to submit such files). Yes ☒ NO ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☐

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ☐ NO ☒

The aggregate market value of the voting shares held by non-affiliates of the registrant as of June 30, ~~2024~~2025 was approximately $~~198~~68.72 million based on the closing price of the registrant's common stock as reported on the New York Stock Exchange on June 2830, ~~2024~~2025 (the last business day of the registrant's most recently completed second fiscal quarter). The common stock of the registrant held by each executive officer and director and certain affiliated stockholders who beneficially owned 10% or more of the outstanding common stock of the registrant have been excluded in such calculation as such persons and entities may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

The number of shares of Registrant’s Common Stock outstanding as of March 2019, ~~2025~~2026 was 4872,~~246~~494,~~480~~116.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Table of Contents

		Page
PART I
Item 1.	Business	1
Item 1A.	Risk Factors	1312
Item 1B.	Unresolved Staff Comments	3231
Item 1C.	Cybersecurity	3231
Item 2.	Properties	3332
Item 3.	Legal Proceedings	3332
Item 4.	Mine Safety Disclosures	3332
PART II
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	3433
Item 6.	[Reserved]	3433
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3534
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	4445
Item 8.	Financial Statements and Supplementary Data	4546
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	7881
Item 9A.	Controls and Procedures	7881
Item 9B.	Other Information	7881
Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	7882
PART III
Item 10.	Directors, Executive Officers and Corporate Governance	7983
Item 11.	Executive Compensation	8689
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	9094
Item 13.	Certain Relationships and Related Transactions, and Director Independence	9296
Item 14.	Principal Accounting Fees and Services	96101
PART IV
Item 15.	Exhibits, Financial Statement Schedules	97102
Item 16.	Form 10-K Summary	97102
Signatures		~~101~~107

Table of Contents

In this Annual Report on Form 10-K for the fiscal year ended December 31, 2025 (the “Annual Report”), the terms “we,” “us,” “our,” the “Company,” and “GCT,” generally refer to GCT Semiconductor, Inc. prior to the ~~Business~~consummation ~~Combination and GCT Semiconductor Holding, Inc. following the Business Combination unless the context specifically indicates otherwise. Some~~ of the ~~information~~business ~~contained~~combination incompleted ~~this section or set forth elsewhere in this Annual Report~~ on ~~Form 10-K, including information with respect to our plans and strategy for our business, includes forward-looking statements that involve risks and uncertainties. On~~ March 26, 2024 ~~(the “Closing Date”)~~, ~~Concord~~and ~~Acquisition~~to ~~Corp~~GCT ~~III~~Semiconductor ~~(“Concord III”)~~Holding, aInc. ~~Delaware~~following ~~corporation,~~such ~~consummated~~business acombination, ~~series~~unless ~~of transactions that resulted in~~ the ~~combination~~context ofotherwise ~~Gibraltar Merger Sub Inc~~indicates., aAs ~~Delaware corporation and~~ a ~~wholly-owned~~result ~~subsidiary~~ of ~~Concord~~that ~~III (“Merger Sub”)~~transaction, ~~and~~ GCT Semiconductor, Inc., abecame ~~Delaware corporation (“GCT”), pursuant to~~ a ~~Business~~wholly ~~Combination~~owned ~~Agreement,~~subsidiary ~~dated~~of ~~November~~Concord 2,Acquisition ~~2023~~Corp ~~(the “Business Combination Agreement”), by and among Concord~~ III, ~~Merger~~which ~~Sub~~was ~~and~~renamed GCT, asSemiconductor ~~described~~Holding, ~~further below~~Inc., ~~Pursuant~~and to the ~~terms~~financial ofstatements ~~the~~included ~~Business~~in ~~Combination~~this ~~Agreement,~~Annual aReport ~~business~~reflect ~~combination between Concord III and GCT was effected through~~ the ~~merger~~results of ~~Merger~~the ~~Sub~~combined ~~with~~company ~~and~~for ~~into GCT, with GCT surviving~~ the ~~merger~~periods aspresented. aCertain ~~wholly-owned~~statements ~~subsidiary~~contained ofin ~~Concord~~this ~~III~~Annual ~~(the “Business Combination”)~~Report, ~~following~~including ~~the~~statements ~~approval~~regarding byour ~~shareholders~~plans, ofstrategies, ~~Concord~~and ~~III~~expectations atfor ~~the~~our ~~special~~business, ~~meeting~~constitute offorward-looking ~~the~~statements ~~stockholders~~that ofinvolve ~~Concord~~risks ~~III~~and ~~held~~uncertainties onand ~~February~~are ~~27,~~subject ~~2024~~to (the ~~“Special~~cautionary ~~Meeting”).~~statements ~~Following~~set ~~the~~forth ~~consummation~~under of the ~~Business~~heading ~~Combination, Concord III was renamed~~ “~~GCT~~Forward-Looking ~~Semiconductor Holding, Inc.~~Statements” ~~(the “Company”)~~below.

This Annual Report oncontains ~~Form 10~~forward-Klooking ~~for~~statements within the ~~fiscal~~meaning ~~year~~of ~~ended December 31, 2024 (~~the ~~“Annual~~safe ~~Report”)~~harbor ~~and~~provisions ~~certain~~of ~~information incorporated by reference herein and therein may contain forward-looking statements as defined by~~ the Private Securities Litigation Reform Act of 1995~~. Our forward-looking statements include~~, ~~but~~including ~~are not limited to,~~ statements ~~regarding~~about our ~~and~~financial ~~our~~condition, ~~management~~results ~~team’s~~of ~~expectations~~operations, ~~hopes,~~earnings ~~beliefs,~~outlook ~~intentions~~and orour ~~strategies regarding the future~~prospects. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. ~~The~~Forward-looking statements are typically identified by words such as “~~anticipate~~plan,” “believe,” “~~continue~~expect,” “~~could~~anticipate,” “~~estimate~~intend,” “~~expect~~outlook,” “~~intends~~estimate,” “~~may~~forecast,” “~~might~~project,” “~~plan~~continue,” “~~possible~~could,” “~~potential~~may,” “~~predict~~might,” “~~project~~possible,” “~~should~~potential,” “~~will~~predict,” “should,” “would” and other similar ~~expressions~~words ~~may~~and ~~identify forward-looking statements~~expressions, but the absence of these words does not mean that a statement is not forward-looking.

~~Forward~~The forward-looking statements are ~~not~~based ~~guarantees~~on the current expectations of ~~performance.~~our ~~You~~management ~~should~~and ~~not~~are ~~put~~inherently ~~undue~~subject ~~reliance~~to onuncertainties ~~these~~and ~~statements~~changes ~~which~~in circumstances and their potential effects and speak only as of the date ~~hereof.~~of ~~You~~such ~~should~~statement. ~~understand~~These ~~that~~forward-looking ~~the~~statements ~~following~~involve ~~important~~a ~~factors,~~number ~~among~~of ~~others~~risks, ~~could~~uncertainties ~~affect~~or ~~the~~other ~~Company’s~~assumptions ~~future~~that ~~results~~may ~~and could~~ cause ~~those~~actual results or ~~other~~performance ~~outcomes~~ to ~~differ~~be materially different from those expressed or implied inby ~~the~~these ~~Company’s~~ forward-looking statements. These risks and uncertainties include, but are not limited to, the following:

•

our ability to ~~develop~~successfully ~~new~~commercialize, scale, and achieve market adoption of our 5th generation (“5G”) products, ~~under~~including through collaboration agreements with our major partners;

•

our financial and business performance, including our financial projections and business metrics;

•

macroeconomic conditions, including ~~market~~labor ~~conditions~~disputes, ~~global~~fluctuations ~~and~~in ~~economic~~the ~~conditions~~value of the U.S. dollar, ~~labor~~capital ~~disputes~~markets volatility, inflationary ~~impacts~~pressures, and disruptions to ~~the~~ global supply ~~chain~~chains;

•

the imposition of duties and tariffs and other trade barriers and retaliatory countermeasures implemented by the U.S. and other governments;

•

changes in our strategy, future operations, financial position, estimated revenues and losses, forecasts, projected costs, prospects and plans;

•

increase in supply chain costs, including raw materials, sourcing, transportation and energy;

•

our inability to anticipate the future market demands and future needs of our customers;

•

the impact of component shortages, suppliers’ lack of production capacity, natural disasters or pandemics on our sourcing operations and supply chain;

•

our ability to meet the prospective delivery time for our products and fulfill customer orders;

•

our future capital requirements and sources and uses of cash;

•

our ability to ~~cover~~fund ~~our~~ future capital expenditures and to ~~pay~~meet ~~down~~our debt service and repayment obligations, including those related to our near-term ~~debt obligations~~indebtedness;

•

our ability to obtain funding and raise capital for ~~its~~our operations;

•

our ability to access to the capital markets and credit markets;

•

iiour anticipated financial performance, including gross margin, and the expectation that our future results of operations will fluctuate on a quarterly basis for the foreseeable future;

~~Table of Contents~~ii

~~our~~Table ~~anticipated financial performance, including gross margin, and the expectation that our future results~~ of ~~operations will fluctuate on a quarterly basis for the foreseeable future;~~Contents

•

our expected capital expenditures, cost of revenue and other future expenses, and the sources of funds to satisfy the liquidity needs of the Company;

•

~~the~~our ~~outcome~~ability ofto ~~any~~maintain ~~legal~~the ~~proceedings~~listing ~~that~~of ~~may~~our becommon ~~instituted~~stock ~~against~~on ~~us following completion of~~ the ~~Business Combination and transactions contemplated thereby~~NYSE;

•

~~our~~technology, ~~ability~~cybersecurity, toand ~~maintain~~data ~~the~~privacy ~~listing of our common stock on the NYSE~~risks;

•

~~the~~intense ~~ability~~market ~~to recognize the anticipated benefits of the Business Combination, which may be affected by, among other things,~~ competition~~, and the ability of us to grow and manage growth profitably~~;

•

~~technology~~geopolitical conditions, ~~cybersecurity~~including political instability in the U.S. and Korea, unrest and ~~data~~sanctions, ~~privacy~~war, ~~risks~~conflict, including the ongoing conflicts between Russia and Ukraine, conflicts in the Middle East, and increasing tensions between China and Taiwan;

•

~~intense~~legislative ~~market~~and ~~competition~~regulatory risks, including those relating to changes in laws and regulations and the impact of U.S. government shutdowns or other governmental disruptions;

•

~~geopolitical~~uncertainties ~~conditions, including political instability in the U.S.~~ and ~~abroad,~~risks ~~unrest~~relating ~~and~~to ~~sanctions,~~new ~~war,~~trade ~~conflict~~regulations, including ~~the~~tariffs ~~ongoing conflicts between Russia~~ and ~~Ukraine,~~export ~~conflicts~~control ~~in the Middle East, and increasing tensions between China and Taiwan~~regulations;

•

reputational risks; and

•

other risks and uncertainties indicated or referenced in this Annual Report, including those ~~under~~set ~~“Risk~~forth ~~Factors”~~under ~~herein,~~the ~~and~~section ~~other~~entitled ~~filings~~“Risk ~~that have been made or will be made with the SEC~~Factors.”

~~These~~A ~~and~~detailed ~~other~~discussion ~~factors~~of risks and uncertainties that could cause actual results and events to differ materially from ~~those~~such ~~implied by the~~ forward-looking statements inis ~~this~~included ~~Annual Report are more fully described~~ in the ~~“Risk Factors”~~ section. ~~The~~entitled ~~risks described in~~ “Risk Factors” ~~are~~contained ~~not~~in ~~exhaustive~~this Annual Report. These forward-looking statements ~~reflect~~are ~~beliefs~~based ofon ~~our~~information ~~management,~~available as ~~well~~of asthe ~~assumptions~~date ~~made~~of bythis ~~our~~Annual ~~management~~Report, and ~~information currently available to us. These~~ current expectations, forecasts and assumptions, and involve a number of judgments, risks and uncertainties. New risk factors emerge from time to time, and it is not possible for us to predict all such risk factors, nor can we assess the impact of all such risk factors on our business or the extent to which any factor or combination of factors may cause actual results to differ materially from those contained in any forward-looking statements. All forward-looking statements attributable to us or persons acting on our behalf are expressly qualified in their entirety by the foregoing cautionary statements. We undertake no obligations to update or revise publicly any forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

The following is a summary of certain important factors that may make an investment in our company speculative or risky. You should carefully consider the fuller risk factor disclosure set forth in this Annual Report, in addition to the other information herein, including the section of this report titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and related notes.

•

We may encounter difficulties or challenges in satisfying our obligations under our 5G development agreements and ~~may~~in ~~not~~scaling beand ~~able~~sustaining tocommercialization ~~meet the anticipated timeline for commencing shipment~~ of our 5G chipsets, which may adversely affect our ability to generate revenue.

•

If the ~~5th generation (“~~5G”) market ~~does not develop or~~ develops more slowly than expected, or if we fail to accurately predict market requirements or ~~market~~ demand for our 5G solutions, our financial performance ~~will~~could be adversely affected.

•

Our products target primarily certain segments in the 5G markets, including fixed wireless access, mobile broadband, and M2M applications, and if these markets do not develop or grow as anticipated, our financial performance will be adversely affected.

•

We depend on the commercial deployment of 4th generation (“4G”) long term evolution (“LTE”) and 5G communications equipment, products and services to grow our business, and our business may be harmed if wireless carriers delay in the adoption of 5G standards, or if they deploy technologies that are not supported by our solutions.

•

If we are unsuccessful in developing and selling new products or in penetrating new markets, our business and operating results would suffer.

•

~~iii~~If customers do not design our semiconductor solutions into their product offerings or if our customers’ product offerings are not commercially successful, we would have difficulty selling our semiconductor solutions and our business would suffer.

•

~~Table~~If ofwe ~~Contents~~are unable to compete effectively, we may not increase or maintain our revenue or market share.

If customers do not design our semiconductor solutions into their product offerings or if our customers’ product offerings are not commercially successful, we would have difficulty selling our semiconductor solutions and our business would suffer.iii

IfTable weof ~~are unable to compete effectively, we may not increase or maintain our revenue or market share.~~Contents

•

We rely on a small number of customers for a significant percentage of our revenue, and the loss of, or a reduction in, orders from these customers could result in a substantial decline in our revenue.

•

Our customers may cancel their orders, change production quantities or delay production, and if we fail to forecast demand for our products accurately, we may incur product shortages, delays in product shipments or excess or insufficient product inventory, which could harm our business.

•

We do not have long-term capacity agreements with our foundries and they may not allocate sufficient capacity to allow us to meet future demands for our products, and there is no guarantee that we will be able to secure capacity agreements in the future.

•

If our foundry vendors do not achieve satisfactory yields or quality, our reputation, customer relationships and financial performance could be harmed.

•

Our business may be impacted by political events, war, terrorism, business interruptions and other geopolitical events and uncertainties beyond our control, including the Russian-Ukraine and conflicts in the Middle East.

•

We have a history of losses, and we may not achieve or sustain profitability in the future, on a quarterly or annual basis.

•

We have significant ongoing capital requirements that could have a material effect on our business and financial condition if we are unable to generate sufficient cash from operations or unable to raise capital on favorable terms.

•

Our indebtedness could adversely affect our operations, including our ability to perform our obligations and fund working capital.

•

Our failure to protect our intellectual property rights adequately could impair our ability to compete effectively or to defend ourselves from litigation.

•

The enforcement and protection of our intellectual property may be expensive, could fail to prevent misappropriation or unauthorized use of our intellectual property, could result in the loss of our ability to enforce one or more patents, and could be adversely affected by changes in patent laws, by laws in certain foreign jurisdictions that may not effectively protect our intellectual property and by ineffective enforcement of laws in such jurisdictions.

•

We rely upon third parties for supporting technology that is integrated into some of our products, and if we are unable to continue to use this technology and future technology, our ability to sell technologically advanced products would be limited.

•

The market price of our Common Stock may be volatile, which could cause the value of your investment to decline.

•

We do not intend to pay dividends on our Common Stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of our Common Stock.

•

Our major shareholder exerts significant influence over our business and affairs.

•

Future sales of shares of Common Stock may depress our stock price

Table of Contents

GCT Semiconductor Holding, Inc. (“GCT” or the “Company”) ~~was founded in Silicon Valley, California in 1998 as GCT Semiconductor, Inc., and the Company~~ is a fabless semiconductor company that specializes in the design, manufacturing, and sale of communication semiconductors, including high-speed wireless communication technologies such as 5G/4.75G/4.5G/4G transceivers (“RF”) and modems, which are essential for a wide variety of industrial, business-to-business (“B2B”) and consumer applications. We have successfully developed and supplied communication semiconductor chipsets and modules to leading wireless operators worldwide, as well as to original design manufacturers (“ODMs”) and original equipment manufacturers (“OEMs”) for portable wireless routers (e.g., Mobile Router/ (“MiFi”)), indoor and outdoor fixed wireless routers (e.g., ~~Customer~~customer ~~Premises~~premise ~~Equipment~~equipment (“CPE”)), industrial machine-to-machine (“M2M”) applications and smartphones.

We oversee sales, marketing and accounting operations from our headquarters in San Jose, California. The Company conducts product design, development and customer support through our ~~fully~~wholly owned subsidiaries, ~~GCT Research Inc. (“GCT R”) and MTH, Inc. (“MTH”), both of which are~~ located in South Korea., ~~GCT~~one Rof which serves as our research and development center. In addition, we utilize separate sales offices for local technical support and sales in Taiwan, China, and Japan.

~~Our~~The ~~current~~Company has recently released our first 5G product in our portfolio with first commercial shipments in the fourth quarter of 2025. This 5G chipset adds to our existing product portfolio which includes RF and modem chipsets based on 4th generation (“4G”), known as Long Term Evolution (“LTE”), technology, offering a variety of chipsets differentiated by speed and functionality. These include 4G LTE, 4.5G LTE Advanced (twice the speed of LTE), and 4.75G LTE Advanced-Pro (four times the speed of LTE) chipsets. WeThe Company also ~~develop~~develops and ~~sell~~sells cellular Internet of Things (“IoT”) chipsets for low-speed mobile networks such as eMTC/NB-IOT/Sigfox, and other network protocols.

~~Notably~~Even as more and more applications are deployed on 5G networks, we ~~leverage~~nonetheless anticipate continued demand for our ~~proprietary~~existing ~~knowledge~~4G ~~and~~LTE ~~patents~~product lineup (4.75G/4.5G/4G, ~~which~~etc.) ~~have~~for ~~been~~the ~~proven~~foreseeable infuture, because 4G products are expected to ~~employ~~coexist upin tothe ~~eight~~market ~~receiving~~with ~~antennas~~5G inproducts ~~sub-6GHz~~at ~~wireless~~lower ~~bands,~~price ~~extending~~points ~~the~~for ~~receive-coverage~~some ~~and~~time ~~throughput~~in bythe ~~more~~same ~~than~~way ~~two~~that ~~times~~3rd ~~compared~~generation to(“3G”) ~~the~~products ~~case~~coexisted ofwith ~~using~~4G ~~two~~products orwhen ~~four~~4G ~~receiving~~networks ~~antennas~~were first deployed. We ~~also~~commenced ~~employ~~our upfirst toproduction ~~four~~shipments ~~transmitting~~of ~~antennas,~~our ~~enhancing~~5G products in the ~~transmission~~fourth ~~coverage~~quarter ~~and~~of ~~throughput~~2025. ~~compared~~Also, towe ~~using~~expect ~~only~~the ~~one~~average orsales ~~two~~prices ~~transmission~~for ~~antennas.~~our ~~Several~~5G ~~top~~chipset ~~tier~~to ~~wireless~~be ~~operators~~approximately ~~have~~four ~~engaged~~times ~~the~~that ~~Company~~of asour 4G chipset, resulting in a ~~result~~significant ofincrease ~~this~~in ~~unique~~revenue ~~technology.~~and ~~Building~~gross onmargins. ~~this~~We ~~competitive~~plan ~~advantage,~~to wecontinuously ~~are~~expand ~~currently~~our ~~developing~~product RFlineup ~~and~~to ~~modem~~support 5G chipsets ~~based~~for onfuture ~~5th~~applications ~~generation~~such as vehicle-to-everything standard (~~“5G”~~e.g., C-V2X), ~~new~~5G-based ~~radio~~satellite communication (~~“NR”~~e.g., Non-Terrestrial Network), ~~which~~and is5G-based atIoT ~~the~~standard ~~core~~(e.g., RedCap). Our current chipset products are used in a wide variety of ~~the~~applications, ~~next-generation~~including fixed wireless subscriber terminals (e.g., CPE), mobile wireless routers (e.g., Mobile Router/MiFi), various communication ~~technology~~modules and devices, and industrial products.

5GSince ~~technology~~inception, ~~provides~~we ~~speeds~~have upfinanced toour ~~ten~~operations ~~times~~primarily ~~faster~~through ~~than~~cash ~~traditional~~receipts 4Gfrom ~~LTE communication~~customers, ~~significantly reduces latency and supports essential capabilities for~~ the ~~Fourth~~issuance ~~Industrial~~of ~~Revolution,~~convertible ~~such~~promissory ~~as high-speed~~notes, ~~low-latency~~borrowings, and ~~highly reliable and cost-effective internet connections for technologies like artificial intelligence, autonomous driving and~~ the ~~metaverse.~~issuance ~~Therefore,~~of 5Gcapital communication semiconductors are considered a crucial and indispensable technology for the Fourth Industrial Revolution, particularly for enabling the metaverse, where social, economic and cultural activities take place in virtual environmentsstock.

~~Even~~As asthe ~~more and more applications are deployed on 5G networks, we nonetheless anticipate continued~~ demand for ~~our~~mobile ~~existing~~communication 4Ghas ~~LTE~~evolved ~~product~~from ~~lineup~~voice-centric ~~(4.75G/4.5G/4G,~~to ~~etc.) for the foreseeable future~~data-centric, ~~because~~technology 4Ghas ~~products~~continuously ~~are~~evolved. ~~expected~~The to1st ~~coexist in the market with 5G products at lower price points for some time in the same way that 3rd~~ generation (“3G1G”) ~~products~~analog ~~coexisted~~cellular ~~with~~system 4Gintroduced ~~products~~the ~~when~~concept 4Gof ~~networks~~the ~~were~~cell ~~first~~to ~~deployed.~~facilitate Wefrequency ~~expect~~reuse. ~~introduction~~Due ofto ~~our 5G products beginning in~~ the ~~first~~limitations ~~half~~ of ~~2025.~~analog ~~Also~~technology, ~~we expect~~ the ~~average~~rapidly ~~sales~~growing ~~prices~~demand for ~~our~~mobile 5Gphones ~~chipset~~led to bethe ~~approximately~~transition ~~four~~to ~~times~~2nd ~~that~~generation of(“2G”) ~~our~~digital 4Gcommunication ~~chipset, resulting in a significant increase in revenue and gross margins~~systems. WeNotable ~~plan~~2G todigital ~~continuously~~mobile ~~expand~~phone ~~our~~systems ~~product~~include ~~lineup~~Global toSystem ~~support 5G chipsets~~ for ~~future~~Mobile ~~applications~~Communication ~~such as vehicle-to-everything standard~~ (~~e.g., C-V2X~~“GSM”), ~~5G-based~~using ~~satellite~~Time ~~communication~~Division ~~(e.g.,~~Multiple ~~Non-Terrestrial~~Access ~~Network~~(“TDMA”) and ~~5G-based~~Code ~~IoT~~Division ~~standard~~Multiple ~~(e.g.,~~Access ~~RedCap~~(“CDMA”). ~~Our~~GSM ~~current~~was ~~chipset~~adopted ~~products are used~~ in ~~a wide variety of applications~~Europe, ~~including~~while ~~fixed~~CDMA ~~wireless~~was ~~subscriber~~adopted ~~terminals~~in ~~(e.g.,~~the ~~CPE),~~United ~~mobile wireless routers (e.g.~~States, ~~Mobile Router/MiFi)~~Korea, ~~various communication modules~~ and ~~devices,~~other ~~and industrial products~~regions.

~~Evolution~~2G had limitations due to the broad mixture of ~~Wireless~~technologies ~~Technologies~~and differences in frequency bands, making international roaming difficult and providing limited multimedia services due to low transmission speeds. The need to unify wireless transmission technologies for international roaming services and more led to the development of 3G mobile communication, such as IMT-2000, W-CDMA, and CDMA2000. 3G not only provided voice and low-speed data like 2G but also supported multimedia services, including video. Up until the adoption of 3G, there was significant demand for circuit-switched services, but as the internet became widespread, the demand for packet services also grew. This led to technological advancements with 3G, resulting in technologies like Evolution-Data Only (“EV-DO”) and High Speed Packet Access (“HSPA”).

As the demand for mobile communication has evolved from voice-centric to data-centric, technology has continuously evolved. The 1st generation (“1G”) analog cellular system introduced the concept of the cell to facilitate frequency reuse. Due to the limitations of analog


Generation	System	Multiple access technology	Peak user data rate
1G	AMPS	FDMA	—
2G	IS-95	CDMA	9600bps
	GSM	TDMA	0.104Mbps

Table of Contents

technology, the rapidly growing demand for mobile phones led to the transition to 2nd generation (“2G”) digital communication systems. Notable 2G digital mobile phone systems include Global System for Mobile Communication (“GSM”) using Time Division Multiple Access (“TDMA”) and Code Division Multiple Access (“CDMA”). GSM was adopted in Europe, while CDMA was adopted in the United States, Korea, and other regions.


Generation	System	Multiple access technology	Peak user data rate
3G	W-CDMA	W-CDMA	0.384Mbps
	CDMA2000	CDMA	0.153Mbps
3.5G	EV-DO	CDMA/TDMA	3.072Mbps
	HSPA	W-CDMA	14.4Mbps
4G	LTE	DL: OFDMA UL: SC-FDMA	DL: 100Mbps UL: 50Mbps
	WiMAX	OFDMA	DL: 128Mbps UL: 56Mbps
	LTE-A	DL: OFDMA UL: SC-FDMA	DL: 1Gbps UL: 500Mbps
5G	NR	OFDMA	Up-to 10Gbps

2G had limitations due to the broad mixture of technologies and differences in frequency bands, making international roaming difficult and providing limited multimedia services due to low transmission speeds. The ~~need~~increased todemand ~~unify~~for wireless ~~transmission~~data ~~technologies for international roaming~~ services ~~and~~after ~~more~~3G led to the development of ~~3rd~~4G ~~generation (“3G”) mobile communication~~technology, ~~such~~known as ~~IMT-2000, W-CDMA, and CDMA2000~~LTE. 3GWhile ~~not~~Worldwide ~~only~~Interoperability ~~provided~~for ~~voice~~Microwave ~~and~~Access ~~low-speed~~(“WiMAX”) ~~data~~was ~~like~~another 2G4G ~~but~~technology, ~~also~~the ~~supported~~market ~~multimedia~~eventually ~~services,~~consolidated ~~including~~around ~~video~~LTE. UpLTE ~~until~~was ~~the~~defined ~~adoption~~by ofthe ~~3G,~~3rd ~~there~~generation ~~was~~partnership ~~significant~~project ~~demand for circuit-switched services~~(“3GPP”), ~~but~~which asestablished the ~~internet~~Rel-8/9 ~~became~~standards. ~~widespread,~~LTE ~~the~~later ~~demand~~evolved ~~for~~into ~~packet~~LTE-Advanced ~~services~~(“LTE-A”) ~~also~~and ~~grew.~~3Band ~~This~~LTE-A, ~~led~~including tostandards ~~technological~~like ~~advancements~~Rel-10 ~~with~~and 3Gbeyond, ~~resulting~~which inintroduced technologies like ~~Evolution-Data~~Carrier ~~Only~~Aggregation (“~~EV-DO~~CA”), ~~and~~Coordinated ~~High~~Multi-Point ~~Speed~~(“CoMP”), ~~Packet~~relaying, ~~Access~~and Multi-Input Multi-Output (“~~HSPA~~MIMO”).

Generation	System	Multiple access technology	Peak user data rate
4G Technology	Features	CarrierBandwidth	Downlink peak throughput
1G	AMPS	FDMA	—
LTE(4G : CAT3)	Technology that is approximately 5 times faster for downloads and about 7 times faster for uploads than traditional WCDMA	10MHz	75Mbps
2G	IS-95	CDMA	9600bps
Wideband LTE(4G : CAT4)	Mobile communication services that are twice as fast as LTE, utilizing a 20MHz wideband LTE frequency	20MHz	150Mbps
	GSM	TDMA	0.104Mbps
Wideband LTE-A(4.5G : CAT6)	Mobile communication services that utilize CA (Carrier Aggregation) technology by combining a 20MHz wideband LTE frequency with a 10MHz LTE frequency	30MHz(20+10MHz)	225Mbps
3G	W-CDMA	W-CDMA	0.384Mbps
4x4MIMO LTE-A(4.5G : CAT5)	Mobile communication services that use 4x4 MIMO (Multiple Input Multiple Output) with 4 antennas to double the speed on a 20MHz wideband LTE frequency	20MHz	300Mbps
	CDMA2000	CDMA	0.153Mbps
3Band LTE-A(4.75G : CAT12)	Mobile communication services that utilize CA technology to use a 40MHz LTE frequency.	60MHz(20+20+20MHz)	600Mbps
3.5G	EV-DO	CDMA/TDMA	3.072Mbps
	HSPA	W-CDMA	14.4Mbps
4G	LTE	DL: OFDMA UL: SC-FDMA	DL: 100Mbps UL: 50Mbps
	WiMAX	OFDMA	DL: 128Mbps UL: 56Mbps
	LTE-A	DL: OFDMA UL: SC-FDMA	DL: 1Gbps UL: 500Mbps
5G	NR	OFDMA	Up-to 10Gbps

5G communication evolved from 4G as a communication technology needed for the “Hyper-Connected Revolution” of the Fourth Industrial Revolution, where various industry technologies converge. The Fourth Industrial Revolution represents the convergence of ICT-based technologies and advanced digital technologies, like artificial intelligence, robotics, virtual reality, augmented reality, 3D printing, biotechnology and quantum computing, among others. This technology convergence creates a new era where “people + places + objects + products” are interconnected based on artificial intelligence. 5G is an essential communication technology that enables the Fourth Industrial Revolution and related technology convergence by realizing ultra-fast wireless communication (eMBB: enhanced Mobile Broadband), ultra-low latency reliable communication (URLLC: Ultra Reliable Low Latency Communication), and massive machine-type communication for hyper-connected objects (mMTC: massive machine type communication).

The increased demand for wireless data services after 3G led to the development of 4G technology, known as LTE. While Worldwide Interoperability for Microwave Access (“WiMAX”) was another 4G technology, the market eventually consolidated around LTE. LTE was defined by the 3rd generation partnership project (“3GPP”), which established the Rel-8/9 standards. LTE later evolved into LTE-Advanced (“LTE-A”) and 3Band LTE-A, including standards like Rel-10 and beyond, which introduced technologies like Carrier Aggregation (“CA”), Coordinated Multi-Point (“CoMP”), relaying, and Multi-Input Multi-Output (“MIMO”).


5G Technology	Features	Carrier Bandwidth	Downlink peak throughput
Sub-6Ghz (FR1) NR	5G that support frequency bands ranging from 400MHz to 6GHz, offering over 4 times faster response processing than LTE and more than twice the frequency bandwidth	100MHz	2.3Gbps
mmWave(FR2) NR	5G that utilize millimeter-wave frequency bands of 24GHz, 28GHz, and 39GHz, providing over 8 times faster response processing than LTE and supporting over 8 times wider frequency bandwidth	800MHz (8 x 100MHz)	6.5Gbps
EN-DC (NSA)	5G that transmit data combining both 4G LTE and 5G NR, aggregating them to increase transmission speed and address initial 5G network coverage issues	4G LTE band + 5G FR1 100MHz or 5G FR2 800MHz	3Gbps (FR1) 7Gbps (FR2)
FR1 NR SA	5G standalone mode mobile communication services in the Sub-6GHz frequency band without 4G LTE	200MHz (100 + 100MHz)	4.6Gbps
FR1+FR2 NR-DC	5G standalone mode dual-connectivity mobile communication services that connect Sub-6GHz frequency band NR and millimeter-wave frequency band NR simultaneously	500MHz (100 + 400MHz)	6Gbps

4G Technology	Features	CarrierBandwidth	Downlink peak throughput
LTE(4G : CAT3)	Technology that is approximately 5 times faster for downloads and about 7 times faster for uploads than traditional WCDMA	10MHz	75Mbps
Wideband LTE(4G : CAT4)	Mobile communication services that are twice as fast as LTE, utilizing a 20MHz wideband LTE frequency	20MHz	150Mbps
Wideband LTE-A(4.5G : CAT6)	Mobile communication services that utilize CA (Carrier Aggregation) technology by combining a 20MHz wideband LTE frequency with a 10MHz LTE frequency	30MHz(20+10MHz)	225Mbps
4x4MIMO LTE-A(4.5G : CAT5)	Mobile communication services that use 4x4 MIMO (Multiple Input Multiple Output) with 4 antennas to double the speed on a 20MHz wideband LTE frequency	20MHz	300Mbps
3Band LTE-A(4.75G : CAT12)	Mobile communication services that utilize CA technology to use a 40MHz LTE frequency.	60MHz(20+20+20MHz)	600Mbps

5G is now growing in all regions around the world. According to the Ericsson Mobility Report published in November 2025, at the end of 2025, the highest 5G subscription penetration is expected to be in North America with 79 percent, followed by North East Asia at 61

5GTable ~~communication evolved from 4G as a communication technology needed for the “Hyper-Connected Revolution”~~ of the Fourth Industrial Revolution, where various industry technologies converge. The Fourth Industrial Revolution represents the convergence of ICT-based technologies and advanced digital technologies, like artificial intelligence, robotics, virtual reality, augmented reality, 3D printing, biotechnology and quantum computing, among others. This technology convergence creates a new era where “people + places + objects + products” are interconnected based on artificial intelligence. 5G is an essential communication technology that enables the Fourth Industrial Revolution and related technology convergence by realizing ultra-fast wireless communication (eMBB: enhanced Mobile Broadband), ultra-low latency reliable communication (URLLC: Ultra Reliable Low Latency Communication), and massive machine-type communication for hyper-connected objects (mMTC: massive machine type communication).Contents

percent and Western Europe and the Gulf Cooperation Council (GCC) countries, both at 55 percent. During the third quarter of 2025, total 5G subscriptions reached nearly 2.8 billion worldwide, with 162 million added in the third quarter of 2025 alone. Further, it is anticipated that 5G subscriptions will continue to increase, reaching 6.4 billion globally by end of 2031.

5G Technology	Features	CarrierBandwidth	Downlink peakthroughput
Sub-6Ghz (FR1) NR	5G that support frequency bands ranging from 400MHz to 6GHz, offering over 4 times faster response processing than LTE and more than twice the frequency bandwidth	100MHz	2.3Gbps
mmWave(FR2) NR	5G that utilize millimeter-wave frequency bands of 24GHz, 28GHz, and 39GHz, providing over 8 times faster response processing than LTE and supporting over 8 times wider frequency bandwidth	800MHz(8 x 100MHz)	6.5Gbps
EN-DC (NSA)	5G that transmit data combining both 4G LTE and 5G NR, aggregating them to increase transmission speed and address initial 5G network coverage issues	4G LTE band + 5G FR1 100MHz or5G FR2 800MHz	3Gbps (FR1)7Gbps (FR2)
FR1 NR SA	5G standalone mode mobile communication services in the Sub-6GHz frequency band without 4G LTE	200MHz(100 + 100MHz)	4.6Gbps
FR1+FR2 NR-DC	5G standalone mode dual-connectivity mobile communication services that connect Sub-6GHz frequency band NR and millimeter-wave frequency band NR simultaneously	500MHz(100 + 400MHz)	6Gbps

Fixed Wireless Access (“FWA”) service provides data and voice (“VoLTE” or “VoNR”) connectivity by connecting data terminals through indoor or outdoor fixed CPE to mobile communication networks, offering services comparable to traditional wired line networks such as xDSL, cable, or fiber optics. The wireless network connection approach is advantageous for quick installation in areas with existing mobile communication infrastructure, especially in regions where installing conventional wired networks is challenging or economically impractical. However, traditional wireless networks face limitations, such as lower speed when multiple devices are connected simultaneously, and the performance of user devices that vary based on the environment or location of such user devices relative to the base station, diminishing their competitiveness compared to wired line networks.

However, recently introduced FWA technologies, including gigabit-speed 4G LTE Advanced or 5G NR (New Radio), offer speeds faster than DSL or cable networks, addressing the shortcomings of traditional wireless connections. Especially in frequency bands above 3 GHz, 5G FWA can deliver service with 100 MHz or more of bandwidth, or in the millimeter-wave spectrum above 20 GHz, 5G FWA can utilize 800 MHz or more of bandwidth, achieving performance comparable to optical fiber communications. This makes FWA an attractive alternative technology that can overcome the significant installation costs associated with fiber optics for new installation areas.

5GAccording isto ~~now~~the ~~growing~~Ericsson inMobility ~~all~~Report ~~regions~~(November ~~around~~2025), by the ~~world~~end of 2025, FWA services based on 4G and 5G will reach 185 million subscriptions. ~~According~~FWA services are projected to ~~the~~grow ~~Ericsson~~at ~~Mobility~~an ~~Report~~annual ~~published~~rate inof ~~June~~~11.5% ~~2024~~(2025-2030 CAGR), reaching over 350 million subscriptions by 2031, which is 1.9 times the number of subscriptions at the end of ~~2023,~~2025. 5G-based ~~subscribers~~FWA ~~accounted~~services are expected to grow even faster with a CAGR of over 31% over the same period. 5G-based FWA subscriptions will be, approximately equal that for 594G by 2027 and will constitute 90% of the total ~~communication~~FWA ~~subscribers~~services by 2031. Particularly in ~~North~~the ~~America~~U.S. and ~~10%~~India markets is FWA connection growth noteworthy. There is a robust demand for FWA in India. ~~During~~with the ~~first~~combined ~~quarter~~number of ~~2024,~~connections ~~total~~from 5GJio ~~subscriptions~~and ~~exceeded~~Airtel ~~1.7~~reaching ~~billion~~12 ~~worldwide.~~million ~~Further,~~as itof isSeptember ~~anticipated~~2025. Also ~~that~~in 5Gthe ~~subscriptions~~US, ~~will~~the ~~continue~~three tolargest ~~increase,~~service ~~reaching~~providers ~~5.6~~achieved ~~billion~~all-time-high ~~globally~~quarterly byFWA ~~end~~net adds of ~~2029.~~

Table of Contents

~~Expanding~~1.04 ~~Fixed~~million ~~Wireless~~connections ~~Access~~in the third quarter of 2025, bringing their combined FWA connections to 14.6 million by the end of the third quarter of 2025.

~~Fixed~~FWA ~~Wireless~~devices ~~Access~~come ~~(“FWA”)~~in ~~service~~two ~~provides~~main ~~data~~types: ~~and~~Outdoor ~~voice~~CPE (~~“VoLTE”~~ODU, orOutdoor ~~“VoNR”~~Customer Premises Equipment) ~~connectivity~~which bytypically ~~connecting~~includes ~~data~~performance-boosting ~~terminals~~external ~~through~~antennas ~~indoor~~for orimproved ~~outdoor~~wireless ~~fixed~~signal ~~CPE~~reception toin ~~mobile~~wider ~~communication~~areas, ~~networks~~and Indoor CPE (IDU, ~~offering~~Indoor ~~services~~Customer ~~comparable~~Premises toEquipment), ~~traditional~~which ~~wired~~can ~~line~~be ~~networks~~installed ~~such~~in asvarious ~~xDSL,~~indoor ~~cable,~~locations orfor ~~fiber~~user ~~optics~~convenience. ~~The~~Outdoor ~~wireless~~CPE ~~network~~generally ~~connection~~offers ~~approach~~higher isperformance; ~~advantageous~~however, ~~for~~it ~~quick~~requires ~~installation~~external inantenna ~~areas~~installation ~~with~~and ~~existing~~the ~~mobile~~installation ~~communication~~of ~~infrastructure,~~separate ~~especially~~cables into ~~regions~~deliver ~~where~~power ~~installing~~and ~~conventional~~data, ~~wired~~resulting ~~networks~~in ishigher ~~challenging~~installation orand ~~economically~~device ~~impractical~~costs. ~~However~~By contrast, ~~traditional~~Indoor ~~wireless~~CPE, ~~networks~~while ~~face~~having ~~limitations,~~the ~~such~~disadvantage asof ~~lower~~impaired ~~speed~~wireless ~~when~~reception ~~multiple~~due ~~devices~~to ~~are~~the ~~connected~~scattering ~~simultaneously,~~ and ~~the~~attenuation ~~performance~~ of ~~user~~external ~~devices~~radio ~~that~~signals, ~~vary~~offers ~~based~~ease onof ~~the~~installation ~~environment~~without orthe ~~location~~need offor ~~such~~external ~~user~~antennas ~~devices~~or ~~relative~~additional tocabling ~~the base station~~work, ~~diminishing~~which ~~their~~results ~~competitiveness~~in ~~compared~~lower toinstallation ~~wired~~and ~~line~~device ~~networks~~costs.

~~However~~Notably, ~~recently~~with ~~introduced~~speeds ~~FWA~~exceeding ~~technologies,~~1Gbps ~~including~~and ~~gigabit-speed~~network 4Glatency ~~LTE~~of ~~Advanced~~approximately or1ms ~~5G NR, offer speeds faster than DSL~~ or ~~cable networks~~less, ~~addressing~~5G ~~the~~communication ~~shortcomings~~technology ofoffers ~~traditional~~faster ~~wireless~~data ~~connections.~~throughput ~~Especially~~and inreduced ~~frequency~~delay ~~bands~~compared ~~above~~to 3wired ~~GHz,~~communication 5Goptions ~~FWA~~like ~~can~~DSL ~~deliver service with 100 MHz~~ or ~~more~~cable. ~~of bandwidth~~Moreover, ~~or in~~ the ~~millimeter-wave~~deployment ~~spectrum~~of ~~above~~5G 20networks ~~GHz,~~for 5G FWA ~~can~~is ~~utilize~~facilitated ~~800~~by ~~MHz~~the orpresence ~~more~~ of ~~bandwidth,~~existing ~~achieving~~5G ~~performance~~infrastructure ~~comparable~~developed toby ~~optical~~mobile ~~fiber~~network ~~communications.~~operators ~~This~~to ~~makes~~support ~~FWA~~mobile anbroadband ~~attractive alternative technology that can overcome the significant installation costs associated with fiber optics for new installation areas~~services.

~~According~~This tohas ~~the~~prompted ~~Ericsson~~numerous ~~Mobility~~prominent ~~Report,~~mobile asservice ofproviders ~~the end of 2023, FWA services based on 4G and 5G have already exceeded 130 million subscriptions. FWA services are projected~~ to ~~grow~~view ~~at an annual rate of 17% (2023-2029 CAGR), reaching over 330 million subscriptions by 2029, which is 2.5 times the number of subscriptions at the end of 2023.~~ 5G-based FWA ~~services~~as ~~are~~a ~~expected~~new togrowth ~~grow even faster~~driver, ~~surpassing~~particularly ~~4G-based~~in ~~FWA~~light ~~subscriptions by 2025 and constituting 85%~~ of ~~the~~saturation ~~total FWA services by 2029. Particularly~~ in the ~~U.S.~~mobile phone market, ~~5G-based~~leading ~~FWA connections grew significantly from 5 million in the 1st quarter of 2023~~ to ~~almost~~substantial 9anticipated ~~million~~subscriber ~~1 year later and are predicted to grow at a rate of 40% annually through 2025~~expansion.

FWA devices come in two main types: Outdoor CPE (ODU, Outdoor Customer Premises Equipment) with performance-boosting external antennas for improved wireless signal reception in wider areas, and Indoor CPE (IDU, Indoor Customer Premises Equipment), which can be installed in various indoor locations for user convenience. Outdoor CPE has the advantage of higher performance but requires external antenna installation and the installation of separate cables to deliver power and data, resulting in higher installation and device costs. On the other hand, Indoor CPE, while having the disadvantage of impaired wireless reception due to the scattering and attenuation of external radio signals, offers ease of installation without the need for external antennas or additional cabling work, which results in lower installation and device costs.4

~~Notably,~~Table ~~with speeds exceeding Gbps and network latency~~ of 1ms or less, 5G communication technology has faster data throughput and reduced delay compared to wired communication options like DSL or cable. Moreover, the deployment of 5G networks for FWA is facilitated by the presence of existing 5G infrastructure developed by mobile network operators for smartphones.Contents

~~Table~~The Fourth Industrial Revolution is rapidly unfolding worldwide, driven by the increasing adoption of ~~Contents~~key enabling communication technologies such as 4.5G, 4.75G, and 5G wireless networks. This growth has led to the emergence of a high-speed wireless internet-based 4.5G/4.75G/5G wireless broadband market and related wireless devices and chipsets. We specialize in providing baseband modems, RF chipsets, and protocol software that enable stable communication on 4.5G/4.75G/5G wireless carrier networks. Wireless modems consist of both hardware components, such as RF transceivers and baseband modems, and software responsible for modem operation, protocol processing and system operation. These elements must work together seamlessly to deliver optimal performance and solutions, making this a critical technology for the Fourth Industrial Revolution. However, there are very few companies globally that can commercialize these technologies, given their high complexity and technological barriers. We have continuously focused on wireless communication product development since our establishment, and believe our core technologies and compatibility testing capabilities acquired during the development and sale of our competitive wireless communication chipsets are unique and not easily duplicated by new entrants in the market. As a result, we believe we have secured a strong competitive position by providing competitive and optimized solutions in the mobile communication market where different generations of technology coexist.

~~This~~We ~~has~~possess ~~prompted~~essential ~~numerous~~core ~~prominent~~technologies ~~mobile~~for ~~service~~enhancing ~~providers~~the wireless data communication capabilities of competitive 4G/4.5G/4.75G/5G chipsets. We commercialized wireless communication chipset technology using four or eight multiple antennas to ~~view~~achieve outstanding performance improvements in speed, coverage expansion, and interference reduction, earning recognition from top global carriers. We introduced 4x4 MIMO 4.5G chipset technology with four antennas in Japan, followed by commercialization of eight-~~based~~antenna products in the United States and Europe. RF/modem chipset technology using multiple antennas is particularly vital for FWA asservices athat ~~new~~require ~~growth~~stable ~~driver,~~data communication without interruptions in ~~contrast~~fixed locations. In countries and regions where it is challenging to ~~saturation~~install inhigh-speed ~~the~~wired ~~mobile~~networks, ~~phone~~such ~~market~~as optical fiber, ~~leading~~due to ~~substantial~~geographical, ~~anticipated~~technical ~~subscriber~~and ~~expansion~~economic reasons, wireless broadband FWA using 4G and 5G is an increasingly cost-efficient alternative. This service is rapidly expanding worldwide as a core component of the Fourth Industrial Revolution.

~~Business~~We ~~Development~~have ~~Overview~~commercialized competitive wireless communication chipset products, including 4G/4.5G/4.75G, by actively adapting to the evolution of new wireless standard technologies and developing specialized technologies, such as multi antenna modem chipsets, in close collaboration with major carriers worldwide. In addition, we have taken a proactive role in chipset certification and product validation processes required for stable operation on wireless networks, which allows us to gain further credibility from major carriers.

~~The~~We ~~Fourth~~have ~~Industrial~~developed ~~Revolution~~and iscommercialized ~~rapidly~~chipsets ~~unfolding~~for ~~worldwide,~~various ~~driven~~product bycategories ~~the~~corresponding ~~increasing~~to ~~adoption~~4G, ~~of key enabling communication technologies such as~~ 4.5G, and 4.75G, ~~and~~including 5GLTE-based ~~wireless~~IoT ~~networks~~chipsets. ~~This~~In ~~growth~~collaboration ~~has~~with ~~led~~a toleading worldwide wireless operator (the ~~emergence~~“Operator”), ofwe aare ~~high-speed~~currently ~~wireless~~developing ~~internet-based~~competitive ~~4.5G/4.75G/5G~~and ~~wireless~~innovative ~~broadband~~5G ~~market~~chipsets ~~and~~that ~~related~~support ~~wireless~~5G ~~devices~~sub-6GHz and ~~chipsets~~mmWave spectrums. We ~~specialize~~have inestablished ~~providing~~a ~~baseband~~close ~~modems,~~relationship RFwith ~~chipsets,~~the ~~and~~Operator ~~protocol~~for ~~software~~over ~~that~~13 ~~enable~~years. ~~stable~~In ~~communication~~2019, onwe ~~4.5G/4.75G/5G~~entered ~~wireless~~into ~~carrier~~a ~~networks.~~Joint ~~Wireless~~Development ~~modems~~Agreement ~~consist~~(“JDA”) ofwith ~~both~~the ~~hardware~~Operator ~~components,~~for ~~such~~the asdesign RFand ~~transceivers~~development ~~and~~of ~~baseband~~5G ~~modems~~chipsets for FWA, mobile broadband and ~~software~~modules. ~~responsible~~Pursuant ~~for~~to ~~modem~~the ~~operation~~JDA, ~~protocol~~we ~~processing~~agree ~~and~~to ~~system~~perform ~~operation.~~certain ~~These~~services ~~elements~~for ~~must~~and ~~work~~collaborate ~~together~~with ~~seamlessly~~such Operator to ~~deliver~~develop ~~optimal~~semiconductor ~~performance~~chipsets, software and ~~solutions~~related reference designs, ~~making~~and ~~this~~then asupply ~~critical~~such ~~technology~~items ~~for~~to the ~~Fourth~~Operator ~~Industrial~~and ~~Revolution~~our suppliers. ~~However~~Under the JDA, ~~there~~we are ~~very~~required ~~few~~to ~~companies~~perform ~~globally~~certain ~~that~~services ~~can~~to ~~commercialize~~achieve ~~these~~specified ~~technologies~~development milestones, ~~given~~and ~~their~~the ~~high~~Operator ~~complexity~~is ~~and~~required ~~technological~~to ~~barriers~~pay a one-time payment to us upon achievement of each milestone. WeThe ~~have~~JDA ~~continuously~~also ~~focused~~includes onother ~~wireless~~terms ~~communication~~with ~~product~~respect ~~development~~to ~~since~~the ~~our~~supply ~~establishment~~of chipsets, ~~and~~including ~~believe~~most ~~our~~favored ~~core~~status ~~technologies~~protection for the Operator and ~~compatibility~~our ~~testing~~suppliers ~~capabilities~~and ~~acquired~~certain ~~during~~rebate ~~the~~fees ~~development~~based ~~and~~on ~~sale~~worldwide sales of ~~our~~chipsets ~~competitive~~developed ~~wireless~~under ~~communication~~the ~~chipsets~~JDA. ~~are~~We ~~unique~~also ~~and~~agree ~~not~~to ~~easily~~grant ~~duplicated~~the byOperator ~~new~~various ~~entrants~~non-exclusive, innon-terminable licenses for the ~~market.~~use ~~Thus~~of certain source code and work product developed under the JDA, weprovided ~~have~~that ~~secured~~we aretain ~~strong~~all ~~competitive~~worldwide ~~position~~rights, bytitle ~~providing~~and ~~competitive~~interest in and ~~optimized~~to ~~solutions~~all inintellectual ~~the~~property ~~mobile~~rights ~~communication~~embedded ~~market~~and ~~where~~contained ~~different~~in ~~generations~~the ofchipsets ~~technology~~provided ~~coexist~~to the Operator.

WeThe ~~possess~~JDA ~~essential~~includes ~~core~~customary ~~technologies~~representations, ~~for~~warranties ~~enhancing~~and ~~the~~covenants ~~wireless~~and ~~data~~has ~~communication~~an ~~capabilities~~initial term of ~~competitive~~three ~~4G/4.5G/4.75G/5G~~(3) ~~chipsets.~~years, Weand ~~commercialized~~thereafter ~~wireless~~automatically ~~communication~~renews ~~chipset~~for ~~technology~~one-year ~~using~~period ~~four~~at oreach ~~eight~~annual ~~multiple~~anniversary ~~antennas~~of tothe ~~achieve~~effective ~~outstanding~~date ~~performance~~of ~~improvements~~the inJDA ~~speed,~~unless ~~coverage~~written ~~expansion,~~notice ~~and~~not ~~interference~~to ~~reduction,~~renew ~~earning~~is ~~recognition~~provided ~~from~~by ~~top~~the ~~global~~parties ~~carriers.~~90 Wedays ~~introduced~~prior to the ~~4x4~~expiration ~~MIMO 4~~date.5G ~~chipset~~In ~~technology with four antennas in Japan~~addition, ~~followed~~the byOperator ~~commercialization~~may ofterminate ~~eight-antenna products in~~ the ~~United~~JDA ~~States~~(i) ~~and~~at ~~Europe.~~any ~~RF/modem~~time ~~chipset~~upon ~~technology~~written ~~using~~notice ~~multiple~~to ~~antennas~~us; is(ii) ~~particularly~~if ~~vital~~our ~~for~~business ~~FWA~~is ~~services~~materially ~~that~~changed ~~require~~by ~~stable~~sale ~~data~~of ~~communication~~our ~~without~~business, ~~interruptions~~transfer inof ~~fixed~~control ~~locations.~~of Inour ~~countries~~outstanding ~~and regions where it is challenging to install high-speed wired networks~~stock, ~~such~~merger asor ~~optical~~otherwise ~~fiber, due~~ to ~~geographical,~~a ~~technical~~competitor ~~and~~of ~~economic~~the ~~reasons,~~Operator; ~~wireless~~or ~~broadband~~(iii) ~~FWA~~immediately ~~using~~upon 4Gwritten ~~and~~notice 5Gif there is ana ~~increasingly~~material ~~cost-efficient~~breach ~~alternative.~~of ~~This~~the ~~service~~JDA isby ~~rapidly~~us ~~expanding~~and ~~worldwide~~we asfail ato ~~core~~cure ~~component~~such ofbreach ~~the~~after ~~Fourth~~30 ~~Industrial Revolution~~days.

WeAs ~~have~~part ~~commercialized~~of ~~competitive~~this ~~wireless~~arrangement, ~~communication~~we ~~chipset~~are ~~products,~~applying ~~including~~the same multiple antenna reception technology to our 5G chipsets that received recognition from top carriers worldwide for 4G/, 4.5G/ and 4.75G, byproducts. ~~actively~~We ~~adapting~~plan to ~~the~~offer ~~evolution~~three ofdifferent ~~new~~5G ~~wireless~~chipset ~~standard~~solutions, ~~technologies~~taking ~~and~~into ~~developing~~account ~~specialized~~various ~~technologies,~~market ~~such~~demands asfor ~~multi~~performance, ~~antenna~~functionality, ~~modem~~and ~~chipsets~~price ranges, insimilar ~~close~~to ~~collaboration~~our ~~with~~existing ~~major~~4G ~~carriers~~LTE ~~worldwide~~products. InWe ~~addition,~~have wecommenced ~~have~~initial ~~taken~~commercial ashipments ~~proactive~~of ~~role~~our in5G chipset ~~certification~~products ~~and~~to ~~product~~GCT’s ~~validation~~lead ~~processes~~customers. ~~required~~Additionally, ~~for~~we ~~stable~~differentiate ~~operation~~ourselves onfrom ~~wireless~~the ~~networks,~~dominant ~~which~~chipset ~~allows~~provider usin the market by providing customized solutions tailored to ~~gain~~the ~~further~~specific ~~credibility~~needs ~~from~~of ~~major~~wireless carriers.

WeOur ~~have~~wireless ~~developed~~communication ~~and commercialized~~ chipsets ~~for~~can ~~various~~be ~~product~~used ~~categories~~in ~~corresponding~~virtually toall ~~4G,~~wireless ~~4.5G~~broadband ~~and~~data ~~4.75G~~devices ~~including~~driving ~~LTE-based~~the ~~IoT~~Fourth ~~chipsets.~~Industrial ~~In collaboration with a leading worldwide wireless operator (the “Operator”)~~Revolution, weexcluding ~~are currently developing competitive and innovative 5G chipsets that support 5G sub-6GHz and mmWave spectrums~~smartphones. WeSuch ~~have~~devices ~~established~~include aessential ~~close~~CPE ~~relationship with the Operator~~ for ~~over~~all 12wireless ~~years.~~broadband InFWA ~~2019,~~services weand ~~entered~~MiFi ~~into~~that aoffer ~~Joint Development Agreement (“JDA”) with the Operator for the design~~

Table of Contents

~~and~~wireless ~~development~~internet ofconnections 5Gsharing ~~chipsets~~via ~~for FWA~~WiFi, ~~mobile~~even ~~broadband~~while ~~and~~on ~~modules. Pursuant to~~ the ~~JDA,~~move. weOur ~~agree~~chipsets tocan ~~perform~~also ~~certain~~be ~~services~~adopted ~~for~~into ~~and~~devices ~~collaborate with~~ such ~~Operator~~as tolaptops ~~develop semiconductor chipsets, software~~ and ~~related reference designs~~tablets, ~~and~~card-type ~~then~~modules ~~supply~~that ~~such~~provide ~~items~~communication tofunctionality ~~the~~for ~~Operator~~IoT and ~~our~~industrial ~~suppliers. Under the JDA~~applications, wewireless ~~are~~monitoring ~~required~~equipment toand ~~perform~~wireless ~~certain~~smart ~~services~~meters. toIn ~~achieve specified development milestones~~addition, ~~and~~we ~~the~~plan ~~Operator is required~~ to ~~pay~~expand aour ~~one-time~~product ~~payment~~lineup tocontinuously ~~us upon achievement of each milestone. The JDA also includes other terms with respect~~ to ~~the~~support ~~supply~~5G of chipsets, ~~including most favored status protection~~ for ~~the~~future ~~Operator~~applications ~~and~~such ~~our~~as ~~suppliers and certain rebate fees based on worldwide sales of chipsets developed under the JDA. We also agree~~ vehicle-to-everything ~~grant~~standard ~~the Operator various non~~(“C-~~exclusive~~V2X”), ~~non~~5G-~~terminable~~based ~~licenses~~satellite ~~for~~communication ~~the~~(Non-Terrestrial ~~use~~Network) ~~of certain source code~~ and ~~work~~5G-based ~~product~~IoT ~~developed~~standard ~~under the JDA~~(RedCap), ~~provided~~which ~~that~~can wecreate ~~retains~~additional ~~all~~markets ~~worldwide~~with ~~rights,~~meaningful ~~title~~scale ~~and~~relative ~~interest in and~~ to ~~all~~existing ~~intellectual~~broadband ~~property rights embedded and contained in the chipsets provided to the Operator~~markets.

~~The~~We ~~JDA~~are ~~includes~~among ~~customary~~a ~~representations~~limited number of companies globally with commercially proven 4G LTE & 5G solutions, ~~warranties~~leveraging ~~and~~leading-edge ~~covenants~~multi-antenna ~~and~~modem ~~has~~technology anto ~~initial~~provide ~~term~~differentiated ofsolutions ~~three~~to ~~(3)~~wireless ~~years~~operators. High barriers to entry, market pushback against incumbents and ~~thereafter~~political ~~automatically~~sanctions ~~renews~~against certain offshore suppliers have led to few reliable alternatives for ~~one-year~~4G/5G ~~period~~modem atchipset ~~each~~suppliers. ~~annual~~These ~~anniversary~~factors ofhave ~~the~~created ~~effective~~a ~~date~~timely ofopportunity ~~the~~for ~~JDA~~us ~~unless~~to ~~written~~expand ~~notice~~rapidly. ~~not~~We plan to ~~renew~~maintain iscollaboration ~~provided~~with byour ~~the~~existing ~~parties~~4G 90wireless ~~days~~broadband ~~prior~~FWA device manufacturers and partners as they transition to 5G. In the ~~expiration~~5G ~~date~~space, we are considered an alternative solution provider with competitive pricing, as other options are limited except for the high-priced products of the top-ranked supplier. In ~~addition~~particular, ~~the~~for ~~Operator~~medium-sized ~~may~~FWA ~~terminate~~device manufacturers, choosing the ~~JDA~~leading ~~(i)~~chipset atsupplier ~~any~~can ~~time~~create ~~upon~~a ~~written~~significant ~~notice~~cost toburden ~~us;~~as ~~(ii)~~it ifoften ~~our~~requires ~~business~~large upfront licensing fees and ongoing royalty payments, after commercialization. Our strategy is ~~materially~~to ~~changed~~offer bythe ~~sale~~advantage of ~~our~~lower ~~business,~~initial ~~transfer~~licensing ofcosts ~~control~~and ofno additional licensing fee after commercialization. Moreover, having previously adopted our ~~outstanding~~4G ~~stock~~solution and successfully commercializing it, ~~merger~~FWA ordevice ~~otherwise~~manufacturers may find ease and convenience in seamless transition to aGCT’s ~~competitor~~5G ofsolution. In particular, the ~~Operator;~~strong orcore ~~(iii)~~technologies ~~immediately~~offered ~~upon~~by ~~written~~us, ~~notice~~such ifas ~~there~~the iseight-antenna areception ~~material~~technology ~~breach~~for ofimproved ~~the~~efficiency ~~JDA~~and network coverage expansion, are highly recognized and needed by usmany wireless carriers and weFWA ~~fail~~device manufacturers. This can serve as significant motivation for wireless carriers and FWA device manufacturers to ~~cure~~adopt ~~such~~our ~~breach~~4G/5G ~~after~~chipsets. 30In ~~days~~2024, we made announcements regarding development agreements with FWA device manufacturers that will use our 5G chipsets. These announcements included one regarding an agreement with Kyocera and another regarding an agreement with a “Tier One Telecommunications Supplier.”

~~Our~~We ~~wireless~~believe ~~communication chipsets can be used in virtually all wireless broadband data devices driving~~ the ~~Fourth~~following ~~Industrial~~competitive ~~Revolution,~~strengths ~~excluding~~enable ~~smartphones.~~us ~~These~~to ~~terminal~~be ~~devices~~a ~~that~~strong ~~can~~4G ~~use our wireless communication chipsets include essential CPE for all wireless broadband FWA services~~ and ~~mobile~~5G ~~routers (“MiFi”) that offer~~ wireless ~~internet~~semiconductor ~~connections~~provider ~~sharing~~by ~~via~~effectively ~~WiFi,~~addressing ~~even while on~~ the ~~move.~~challenges ~~Our~~faced ~~chipsets~~by can also be adopted into devices such as laptops and tablets, card-type modules that provide communication functionality for IoT and industrial applications, wireless monitoring equipment and wireless smart meters. In addition, we plan to expand our product lineup continuously to support 5G chipsets for future applications such as vehicle-to-everything standard (“C-V2X”), 5G-based satellite communication (Non-Terrestrial Network) and 5G-based IoT standard (RedCap), which can create additional markets with comparable volume to existing broadband markets.customers:

•

WeSubstantial ~~are~~experience ~~one~~and oftrack ~~only~~record ain ~~handful~~commercialization of ~~remaining~~wireless ~~companies worldwide with commercially proven 4G LTE & 5G solutions, leveraging leading-edge multi-antenna modem~~ technology: toWe ~~provide~~were ~~differentiated~~one ~~solutions~~of tothe ~~wireless~~first ~~operators. High barriers to entry, market pushback against incumbents and political sanctions against certain offshore~~ suppliers ~~have~~of ~~led to few reliable alternatives for~~ 4G~~/5G~~ ~~modem~~LTE ~~chipset~~chipsets ~~suppliers. These factors have created a timely opportunity~~ for uscommercialization toin ~~expand~~many ~~rapidly.~~devices Weincluding ~~plan~~smartphone, toUSB ~~maintain~~dongles, ~~collaboration~~embedded ~~with our existing 4G~~ wireless ~~broadband~~modem ~~FWA device manufacturers~~ and ~~partners~~CPE ~~as they transition to 5G~~products. ~~In the 5G space~~Also, we ~~are~~were ~~considered~~the anfirst ~~alternative solution~~ provider ~~with competitive pricing, as other options are limited except for the high-priced products~~ of ~~the~~4.5G ~~top-ranked~~4x4 ~~supplier.~~MIMO InLTE ~~particular,~~chipsets for ~~medium-sized~~commercialization ~~FWA~~in ~~device manufacturers, choosing the leading chipset supplier can create a significant cost burden as it often requires large upfront licensing fees and ongoing royalty payments, after commercialization~~2015. Our ~~strategy~~experience ~~is to offer the advantage of lower initial licensing costs~~ and nohistorical ~~additional~~track ~~licensing~~records ~~fee~~as ~~after~~a ~~commercialization.~~proven ~~Moreover,~~supplier ~~having~~provides ~~previously~~a ~~adopted~~strong ~~our~~commercial ~~4G solution~~ and ~~successfully~~technology ~~commercializing~~foundation ~~it,~~that ~~FWA~~will ~~device~~enable ~~manufacturers may find ease and convenience in seamless transition to GCT’s 5G solution. In particular, the strong core technologies offered by~~ us, such as the eight-antenna reception technology for improved efficiency and network coverage expansion, are highly recognized and needed by many wireless carriers and FWA device manufacturers. This can serve as significant motivation for wireless carriers and FWA device manufacturers to ~~adopt~~execute our ~~4G/5G~~strategies ~~chipsets.~~to Inbecome ~~2024,~~a weleading ~~made announcements regarding development agreements with FWA device manufacturers that will use our~~ 5G ~~chipsets~~supplier. ~~These announcements included one regarding an agreement with Kyocera and another regarding an agreement with a “Tier One Telecommunications Supplier.”~~

•

GCT’s proprietary multi-antenna technology: We were the first eight-antenna LTE solution provider which is uniquely suited to relieve carriers’ looming network overloads arising from rapid FWA adoption. We believe this technology is prized by network operators given that it enables lower infrastructure costs and improved service. We believe we are one of the only suppliers with an eight-antenna solution in entry-level baseband/RF chipsets, positioning us uniquely in the marketplace. Multi-User (“MU”)-MIMO is a network capacity enhanced solution to support multiple UEs (User Equipment such as CPE) with multiple beams from the base station and is usually implemented with Massive-MIMO architecture. MU-MIMO provides the peak throughput for the whole network while Single-User (“SU”)-MIMO provides the peak throughput only for a single user. The best way to implement MU-MIMO is to use Massive-MIMO architecture with multiple antenna array at the base station, which can provide high spectrum efficiency through large multiplexing gain as well as antenna array gain. In MU-MIMO, beam control by the base station is not always perfect. As such, the dedicated beam to a specific UE can cause interference to another adjacent UE nearby. This can result in performance degradation unless there is an appropriate interference cancellation technology on the UE side. Our ~~Competitive~~Multi-Antenna ~~Strengths~~Modem provides superior interference cancellation performance on the UE side, even in the harsh MU-MIMO environment with multiple adjacent EUs, by utilizing eight-antenna reception technology implemented in our cost-effective dedicated hardware modem engine.

•

Longstanding relationships with Tier 1 and Tier 2 network operators worldwide: We ~~believe~~enjoy ~~the~~relationships ~~following~~with ~~competitive~~a ~~strengths~~global ~~enable~~stable of network operators, who in some cases have done business with us tofor beover a ~~strong~~decade. 4GThese ~~and~~trusted relationships are central to our 5G ~~wireless~~business ~~semiconductor~~plan ~~provider~~and byour ~~effectively~~expectations ~~addressing~~of meaningful deployments in the ~~challenges~~United ~~faced~~States byas well as in Europe and Asia. Some of these customers: have actively contributed to funding and defining our 5G roadmap in order to obtain strategic access to mission-critical components. In addition to network operators, we have longstanding relationships with ODMs and OEMs who in turn play a critical supply chain function for operators. We believe our proven ability to deliver products to specs and on time positions us favorably as we deploy our 5G portfolio.

•

AHighly ~~strong~~differentiated ~~track~~& ~~record~~innovative ofmodem ~~4G execution~~architecture: WeUnlike ~~were~~traditional ~~one~~DSP-based ofmodem ~~the~~solutions, ~~first~~we ~~suppliers~~employ ofa 4Gscalable ~~LTE~~modular ~~chipsets~~modem ~~for~~design ~~commercialization~~based inon ~~many~~optimized ~~devices~~data-flow ~~including~~dedicated ~~smartphone,~~hardware ~~USB dongles~~engines, ~~embedded~~which ~~wireless~~provides ~~modem~~scalable ~~and~~products ~~CPE~~with ~~products.~~optimized ~~Also,~~cost westructure ~~were~~without the ~~first~~de-featuring ~~provider~~approach ofthat ~~4.5G~~other ~~4x4~~competitors ~~MIMO~~usually ~~LTE chipsets for commercialization in 2015~~take. ~~This~~Adoption ~~history~~of asinnovative, ascalable ~~proven supplier provides strong commercial and technology foundations to build upon to secure our position as a leading 5G supplier.~~

Table of Contents

~~GCT’s~~5G ~~proprietary~~modern ~~multi-antenna~~architecture ~~technology: We were the first eight-antenna LTE solution provider which is uniquely suited~~ to ~~relieve~~expand ~~carriers’~~different ~~looming~~product ~~network~~SKUs ~~overloads~~with ~~arising~~minimum ~~from~~design ~~rapid~~effort ~~FWA adoption. We believe this technology is prized by network operators given that it enables lower infrastructure costs~~ and ~~improved~~cost ~~service.~~allows ~~We believe we are one of the only suppliers with an eight-antenna solution in entry-level baseband/RF chipsets, positioning~~ us ~~uniquely in the marketplace. Multi-User (“MU”)-MIMO is a network capacity enhanced solution~~ to support multiple UEs (User Equipment such as CPE) with multiple beams from the base station and is usually implemented with Massive-MIMO architecture. MU-MIMO provides the peak throughput for the whole network while Single-User (“SU”)-MIMO provides the peak throughput only for a single user. The best way to implement MU-MIMO is to use ~~Massive-MIMO~~cheaper ~~architecture~~wafer ~~with~~process ~~multiple~~nodes ~~antenna~~without ~~array~~trading atoff the base station, which can provide high spectrum efficiency through large multiplexing gain as well as antenna array gain. In MU-MIMO, beam control by the base station is not always perfect. As such, the dedicated beam to a specific UE can cause interference to another adjacent UE nearby. This can result in performance ~~degradation~~and ~~unless there is an appropriate interference cancellation technology on the UE side~~complexity. Our Multi-Antenna Modem provides superior interference cancellation performance on the UE side, even in the harsh MU-MIMO environment with multiple adjacent EUs, by utilizing eight-antenna reception technology implemented in our cost-effective dedicated hardware modem engine.

•

~~Longstanding~~Deep ~~relationships~~knowledge ~~with~~and ~~Tier~~expertise 1on ~~and~~wireless ~~Tier~~system-level 2architecture ~~network~~and ~~operators~~signal ~~worldwide~~processing: WeOur ~~enjoy~~engineering ~~relationships~~team ~~with~~has adeep ~~global~~and ~~stable~~end-to-end ofknowledge ~~network~~and ~~operators,~~expertise ~~who~~on inwireless ~~some~~system-level ~~cases~~architectures ~~have~~and ~~done~~networks ~~business~~in ~~with~~relation usto ~~for over~~ a ~~decade.~~broad ~~These~~range ~~trusted~~of ~~relationships~~wireless ~~are~~technologies ~~central~~including toWi-Fi, ~~our~~ 4G/5G ~~business~~LTE ~~plan~~ and ~~our~~IoT. ~~expectations~~This ofenables ~~meaningful~~us ~~deployments~~to inserve ~~the United States~~ as ~~well~~a astrusted inadvisor ~~Europe~~ and ~~Asia.~~partner ~~Some of these customers have actively contributed~~ to ~~funding~~wireless ~~and defining our 5G roadmap in order to obtain strategic access to mission-critical components. In addition to network operators~~carriers, weOEMs ~~have longstanding relationships with ODMs~~ and ~~OEMs~~infrastructure ~~who~~vendors into ~~turn~~optimize ~~play~~the aperformance ~~critical~~of ~~supply~~their ~~chain~~4G/5G ~~function~~devices ~~for operators. We believe our proven ability to deliver products to specs~~ and ~~on time positions us favorably as we deploy our 5G portfolio~~networks.

•

~~Highly~~Fully ~~differentiated~~integrated &4G/5G ~~innovative modem architecture~~solutions: ~~Unlike~~We ~~traditional~~provide ~~DSP-based~~the ~~modem~~industry ~~solutions,~~with wehighly ~~employ~~integrated a4G/5G ~~scalable modular modem design based~~ system-on ~~optimized data~~-~~flow~~chips, ~~dedicated~~or ~~hardware engines~~SoCs, ~~which~~integrating ~~provides~~not ~~scalable~~only ~~products~~the ~~with~~baseband ~~optimized~~modem ~~cost~~and ~~structure~~RF ~~without~~but also the ~~de-featuring~~application ~~approach~~CPU ~~that~~for ~~other~~networking ~~competitors usually take. Adoption of innovative~~function, ~~scalable~~which 5Gis ~~modern~~an ~~architecture~~essential tofeature ~~expand~~of ~~different~~FWA ~~product~~and ~~SKUs~~can ~~with~~save ~~minimum~~on ~~design~~total ~~effort~~solution ~~and~~ cost ~~allows~~by useliminating toan ~~use~~extra ~~cheaper~~network ~~wafer~~processor ~~process~~or ~~nodes~~interface ~~without~~ASIC ~~trading~~in ~~off~~the ~~performance and complexity~~platform.

~~Fully~~We ~~integrated~~have developed and commercialized a portfolio of 4G~~/5G~~ semiconductor solutions: to address a variety of applications and market segments from high performance 4.75G (CAT12) solution to low power, low performance 4G IoT (CAT-M1/NB1). We ~~provide~~offer baseband modem solutions to encode and decode data based on 4G protocols that serve as the ~~industry~~core ~~with~~wireless processing platform for a 4G device; RF transceivers to transmit and receive wireless transmissions; and highly integrated ~~4G/5G~~SoC ~~system-on-chips,~~solutions that combine these and other functions into a single die or ~~SoCs,~~package. ~~integrating~~Our ~~not~~SoC ~~only~~solutions integrate the baseband modem and RF ~~but~~transceiver ~~also~~functions, and in some cases, with an applications processor and memory. This advanced level of integration reduces the ~~application~~size, ~~CPU~~cost, ~~for~~design ~~networking~~complexity, ~~function~~and power consumption of the 4G solution. All of our baseband modem SoC products are provided with comprehensive software, ~~which~~including isrelevant ansource ~~essential~~code, ~~feature~~to enable manufacturers to efficiently integrate our solutions into their devices in a wide variety of ~~FWA~~environments. In addition, we provide customers with design support. This includes reference designs that specify recommended methods for interconnecting our chips to peripheral devices, such as host processors, memory and ~~can~~RF ~~save~~front-end oncomponents. ~~total~~Further, ~~solution~~we ~~cost~~provide bycustomers ~~eliminating~~with ana ~~extra~~warranty ~~network~~that ~~processor~~our orsolutions ~~interface~~are ~~ASIC~~free from defects in materials and workmanship and will operate in material conformance with the ~~platform~~provided specifications, entitling the customer to have the defective product repaired or replaced.

~~Products~~In addition to our various 4G LTE solutions that are currently available to our customers, we have just released a 5G NR chipset and have other 5G NR solutions in development that are expected to become available during 2026. Our products, including the expected availability of those products currently in the design stage of development, are summarized in the table and future roadmap below.

We have developed and commercialized a portfolio of 4G semiconductor solutions to address a variety of applications and market segments from high performance 4.75G (CAT12) solution to low power, low performance 4G IoT (CAT-M1/NB1). We offer baseband modem solutions to encode and decode data based on 4G protocols that serve as the core wireless processing platform for a 4G device; RF transceivers to transmit and receive wireless transmissions; and highly integrated SoC solutions that combine these and other functions into a single die or package. Our SoC solutions integrate the baseband modem and RF transceiver functions, and in some cases, with an applications processor and memory. This advanced level of integration reduces the size, cost, design complexity, and power consumption of the 4G solution. All of our baseband modem SoC products are provided with comprehensive software, including relevant source code, to enable manufacturers to efficiently integrate our solutions into their devices in a wide variety of environments. In addition, we provide customers with design support. This includes reference designs that specify recommended methods for interconnecting our chips to peripheral devices, such as host processors, memory and RF front-end components. Further, we provide customers with a warranty that our solutions are free from defects in materials and workmanship and will operate in material conformance with the provided specifications, entitling the customer to have the defective product repaired or replaced.


Technology	Product	Type	Function	Expected Availability	Key Features
4G	GDM7243S	CAT1/4	RF+BB	NOW	Integrated DRAM, multi-band RF
4G	GDM7243ST	CA1/4	RF+BB	NOW	Integrated DRAM, 400MHz~3.8GHz
4G	GDM7243SL	CAT1/4	RF+BB	NOW	Enhancement features, Multi-mode
4G	GDM7243i	CAT-M1/NB1	RF+BB	NOW	eMTC/NB-IoT
4.5G	GDM7243Q	CAT-5/6/7	RF+BB	NOW	2CA, 4x4MIMO, Integrating DRAM
4.5G	GDM7243QT	CAT-5/6/7	RF+BB	NOW	2CA, 4x4MIMO, 600MHz~3.8GHz RF
4.75G	GDM7243A	CAT-12/15	RF+BB	NOW	4CA, 4x4MIMO, 256QAM
4.75G	GDM7243AU	CAT-12/15	RF+BB	NOW	4CA, 4x4MIMO, 256QAM, 600MHz~6GHz
4.75G	GRF7243AU	—	RF	NOW	600MHz~6GHz, 4Rx/2Tx
5G	GDM7259X	FR1, FR2, CAT19	BB	H1 2027	8Rx/4Tx, 8CA, 400MHz FR1, 800MHz FR2
5G	GRF7259NR	—	RF	H1 2027	16Rx/4Tx, 400MHz~7GHz RF
5G	GRF7255IF	—	RF	H1 2026	2Rx/2Tx, 800MHz BW, 7~9GHz IF
5G	GDM7275X	FR1, FR2, CAT15	BB	NOW	8Rx/4Tx, 4CA, 200MHz FR1, 400MHz FR2
5G	GRF7265NR	—	RF	NOW	8Rx/2Tx, 400MHz~7GHz RF
5G	GDM7262X	FR1, FR2, CAT15	BB	NOW	8Rx/2Tx, 2CA, 100MHz FR1, NTN
5G	GDM7235X	Redcap, CAT1	RF+BB	H1 2027	2Rx/2Tx, FR1

~~Table~~Wireless communication chipsets for FWA devices or industrial IoT modules typically have a relatively long lifespan because they are closely tied to network deployments, which are not easily changed due to significant capital expenditures. However, semiconductor solution sales can be subject to fluctuations over time due to the cyclicality inherent in the semiconductor industry and the supply and demand characteristics specific to this industry. We anticipate that these cyclical conditions will persist. While we have not observed a firmly established pattern of ~~Contents~~seasonality, business activities in Asia tend to slow down in the first quarter of each year during the Lunar New Year period. This is consistent with potential first quarter softness that other semiconductor suppliers experience in the consumer electronics space as a result of the fourth quarter holiday season (specifically the period from the last week of November to the second week of January). This slowdown could potentially impact our sales and operational results during the first quarter period.

In addition to our various 4G LTE solutions that are currently available to our customers, we also have a number of 5G NR solutions in development that are expected to become available during 2025. Our products, including the expected availability of those products currently in the design stage of development, are summarized in the table and future roadmap below.7

Technology	Product	Type	Function	ExpectedAvailability	Key Features
4G	GDM7243S	CAT1/4	RF+BB	NOW	Integrated DRAM, multi-band RF
4G	GDM7243ST	CA1/4	RF+BB	NOW	Integrated DRAM, 400MHz~3.8GHz
4G	GDM7243SL	CAT1/4	RF+BB	H1 2025	Enhancement features, Multi-mode
4G	GDM7243i	CAT-M1/NB1	RF+BB	NOW	eMTC/NB-IoT
4.5G	GDM7243Q	CAT-5/6/7	RF+BB	NOW	2CA, 4x4MIMO, Integrating DRAM
4.5G	GDM7243QT	CAT-5/6/7	RF+BB	NOW	2CA, 4x4MIMO, 600MHz~3.8GHz RF
4.75G	GDM7243A	CAT-12/15	RF+BB	NOW	4CA, 4x4MIMO, 256QAM
4.75G	GDM7243AU	CAT-12/15	RF+BB	NOW	4CA, 4x4MIMO, 256QAM, 600MHz~6GHz
4.75G	GRF7243AU	—	RF	NOW	600MHz~6GHz, 4Rx/2Tx
5G	GDM7259X	FR1, FR2, CAT19	BB	H1 2025	8Rx/4Tx, 8CA, 400MHz FR1, 800MHz FR2
5G	GRF7259NR	—	RF	H1 2025	16Rx/4Tx, 400MHz~7GHz RF
5G	GRF7255IF	—	RF	H1 2025	2Rx/2Tx, 800MHz BW, 7~9GHz IF
5G	GDM7265X	FR1, FR2, CAT15	BB	H1 2025	8Rx/4Tx, 4CA, 200MHz FR1, 400MHz FR2
5G	GRF7265NR	—	RF	H1 2025	8Rx/2Tx, 400MHz~7GHz RF
5G	GDM7262X	FR1, FR2, CAT15	BB	H1 2025	8Rx/2Tx, 2CA, 100MHz FR1, V2X/NTN
5G	GDM7235X	Redcap, CAT1	RF+BB	2026	2Rx/2Tx, FR1

Table of Contents

~~Cyclicality~~We conduct reviews for all products from the early stages of development to determine whether they qualify as strategic items under the U.S. Department of Commerce’s regulations. We prepare relevant documentation and ~~Seasonality~~submit it to the U.S. Department of Commerce for evaluation. The U.S. Department of Commerce reviews the items for Export Administration Regulations (“EAR”) compliance and ultimately assigns an Export Control Classification Number (“ECCN”) for the product, which is required for the export and shipment of products during both the manufacturing process and final product delivery. The assignment and use of the applicable ECCN facilitates lawful export, shipment, and transportation of such products. When an ECCN for a commercial product is classified as a strategic item, it may be subject to stricter export regulations. Therefore, if there is a perceived trend toward easing the classification approval by the U.S. Department of Commerce, we may seek re-evaluation for previously approved products that were classified as strategic items. Where feasible, we aim to have these products reclassified as non-strategic items to minimize regulatory constraints on export activities.

Wireless ~~communication~~devices equipped with our modem chipsets ~~for~~must ~~FWA~~undergo ~~devices~~formal orcertification ~~industrial~~through ~~IoT~~official ~~modules~~regulatory ~~typically~~bodies, ~~have~~as awell ~~relatively~~as ~~long~~specific ~~lifespan~~testing ~~because~~and field verification by network operators before they ~~are~~can ~~closely~~be ~~tied~~approved tofor ~~network~~sale ~~deployments,~~by ~~which~~those ~~are~~operators ~~not~~or ~~easily~~approved ~~changed~~for ~~due~~use toon ~~significant~~the ~~capital~~operators ~~expenditures~~network. ~~However,~~Beyond ~~semiconductor~~the ~~solution~~standard ~~sales~~reliability ~~can~~testing befor ~~subject~~products, tomany ~~fluctuations~~critical ~~over~~aspects ~~time~~related ~~due~~ to the ~~cyclicality~~performance ~~inherent~~and infunctionality ~~the~~of ~~semiconductor~~wireless ~~industry~~devices are managed and ~~the~~executed ~~supply~~by our modem chipsets and ~~demand~~software. ~~characteristics~~Therefore, ~~specific~~the tocompleteness ~~this~~of ~~industry~~the solution provided by us is considered the most essential factor in the commercialization process. We ~~anticipate~~offer chipset solutions that ~~these~~comply ~~cyclical~~with ~~conditions~~radio ~~will~~certification ~~persist~~regulations in different countries. ~~While~~Furthermore, weleading ~~have~~mobile ~~not~~operators ~~observed~~often aimplement ~~firmly~~their ~~established~~own ~~pattern~~product ofcertification ~~seasonality~~processes to ensure network security, ~~business~~performance ~~activities~~optimization, inand ~~Asia~~efficiency. ~~tend~~In tosome ~~slow~~cases, ~~down~~particularly inwith ~~the~~major ~~first~~operators, ~~quarter~~they may enforce the use of ~~each~~certified ~~year~~chipsets ~~during~~only ~~the~~in ~~Lunar~~their ~~New~~products, ~~Year~~even ~~period~~before product certification. ~~This~~We ishave ~~consistent~~collaboratively engaged with ~~potential~~major ~~first~~operators ~~quarter~~in ~~softness~~North ~~that~~America ~~other~~and ~~semiconductor~~Asia ~~suppliers~~on ~~experience~~multiple inoccasions ~~the~~to ~~consumer~~facilitate ~~electronics~~chipset ~~space~~certification. asThis acooperation ~~result~~has ofresulted ~~the~~in ~~fourth~~successful ~~quarter~~chipset ~~holiday~~certifications ~~season~~with ~~(specifically~~various ~~the~~operators, ~~period~~including ~~from~~Verizon, ~~the~~AT&T, ~~last~~T-Mobile, ~~week~~US ofCellular, ~~November~~KDDI, toSoftBank in Japan, and the ~~second~~three ~~week~~major oftelecom ~~January)~~operators in South Korea. ~~This~~We ~~slowdown~~continue ~~could~~to ~~potentially~~pursue ~~impact~~ongoing certification for our ~~sales~~evolving chipsets to ensure compliance with regulatory and ~~operational~~operator ~~results~~requirements, ~~during~~and ~~that~~to ~~the~~make ~~first~~adoption ~~quarter~~by ~~period~~ODM and OEMs as carefree as possible.

We ~~conduct~~believe ~~reviews~~that ~~for~~our ~~all~~competitive ~~products~~strengths ~~from~~will ~~the~~enable ~~early~~us ~~stages of development~~ to ~~determine~~compete ~~whether~~favorably, ~~they~~particularly ~~qualify~~in ~~as strategic items according to~~ the ~~U.S.~~5G ~~Department of Commerce’s regulations~~markets. WeCompanies ~~prepare~~in ~~relevant~~this ~~documentation~~industry ~~and~~primarily ~~submit~~compete iton to the ~~U.S.~~following ~~Department~~elements: of Commerce for evaluation. The U.S. Department of Commerce reviews the items for Export Administration Regulations (“EAR”) compliance and ultimately assigns an Export Control Classification Number (“ECCN”) for the productfunctionality, ~~which~~form isfactor ~~required for the export~~ and ~~shipment~~cost; ~~of products during both the manufacturing process and final~~ product ~~delivery. By attaching the relevant ECCN~~performance, ~~GCT can ensure smooth movement and transportation without any issues. When an ECCN for a commercial product is classified~~ as ameasured ~~strategic item, it may be subject to stricter export regulations. Therefore, if there is a perceived trend toward easing the classification approval~~ by ~~the~~network ~~U.S. Department of Commerce~~throughput, wesignal ~~will seek re-evaluation for previously approved products that were classified as strategic items. If possible~~reach, welatency ~~aim~~and topower ~~have~~consumption; ~~these~~track ~~products~~record ~~reclassified~~of asproviding ~~non~~high-~~strategic~~volume ~~items~~deployments toin ~~minimize~~the ~~regulatory~~industry; ~~constraints~~and onsystems ~~export activities~~knowledge.

~~Wireless~~Companies ~~devices~~offering ~~equipped~~wireless ~~with our~~ modem chipsets ~~must~~can ~~undergo~~be ~~formal~~categorized ~~certification~~into ~~through~~those ~~official~~primarily ~~regulatory~~focused ~~bodies,~~on aswireless ~~well~~modem aschipsets ~~specific~~for ~~testing~~smartphones and ~~field~~those, ~~verification~~like byus, ~~network~~dedicated ~~operators~~to ~~before~~wireless ~~they~~modem ~~can~~chipsets ~~be approved~~ for ~~sale~~wireless bybroadband ~~those~~applications ~~operators~~including orFWA ~~approved~~CPE, ~~for~~mobile ~~use~~routers onand ~~the operators network~~modules. ~~Beyond~~Qualcomm ~~the~~and ~~standard~~HiSilicon, ~~reliability testing~~ for ~~products~~example, ~~all~~offer ~~critical~~wireless ~~aspects~~modem ~~related~~chipsets tofor ~~the~~both ~~performance~~smartphones and ~~functionality~~wireless ofbroadband ~~wireless~~applications. ~~devices~~In ~~are~~the ~~managed~~mid and ~~executed~~low-end by4G ~~our~~wireless ~~modem~~broadband ~~chipsets~~market, ~~and~~there ~~software.~~are ~~Therefore~~Qualcomm, the ~~completeness~~Company, ofMediaTek, ~~the~~HiSilicon ~~solution~~and ~~provided~~Sequans byamong usothers. isHowever, ~~considered~~in the ~~most~~high-speed ~~essential~~4G ~~factor~~LTE inspace, ~~the~~such ~~commercialization~~as ~~process~~4.75G Weand ~~offer~~5G ~~chipset~~wireless ~~solutions~~broadband ~~that comply with radio certification regulations in different countries. Furthermore~~market, ~~leading~~chipsets ~~mobile~~are ~~operators~~primarily ~~often~~offered ~~implement~~by ~~their own product certification processes to ensure network security~~Qualcomm, ~~performance~~us ~~optimization,~~ and ~~efficiency. In some cases~~MediaTek, ~~particularly~~while ~~with~~Samsung ~~major~~LSI ~~operators,~~concentrates ~~they~~mainly ~~may~~on ~~enforce~~modem ~~the use of certified~~ chipsets ~~only~~for insmartphones ~~their~~(most ~~products,~~notably ~~even~~the ~~before~~Samsung ~~product~~Galaxy ~~certification~~line). WeHiSilicon ~~have~~has ~~collaboratively~~encountered ~~engaged~~difficulties ~~with major operators~~ in ~~North~~its ~~America~~modem ~~and~~business ~~Asia~~due ~~on multiple occasions~~ to ~~facilitate~~political ~~chipset certification. This cooperation has resulted in successful chipset certifications with various operators~~sanctions, ~~including Verizon, AT&T, T-Mobile, US Cellular, KDDI, SoftBank in Japan,~~ and ~~the~~companies ~~three~~like ~~major~~Sequans ~~telecom~~are ~~operators~~limited ~~in South Korea. We continue~~ to ~~pursue~~lower ~~ongoing~~end ~~certification~~IoT ~~for~~chipset ~~our~~developments ~~evolving chipsets to ensure compliance with regulatory~~ and ~~operator~~more ~~requirements,~~recently ~~and~~pursued toa ~~make~~“micro ~~adoption~~strategy” bybased ~~ODM~~on ~~and OEMs as carefree as possible~~bitcoin.

8We establish high technology barriers by offering highly integrated solutions incorporating RF transceivers, baseband modems, and protocol software. In this field, any issues in either the hardware or software components can impede the progress towards actual commercialization. While some specific components can be sourced through external intellectual property (“IP”) providers, there are no IP companies that can provide turn-key integrated solutions. Consequently, we believe it is highly unlikely for others to replicate all of these hardware and software components, insulating us from competition by newcomers, startups, and other risk factors. A recent example of the challenges in wireless communication chipset development, including baseband modem development, can be seen in Apple’s experience in this space. In their pursuit of 5G modem development, Apple has acquired the entire modem development division of Intel in 2019 (which Intel had created through acquisition of multiple modem companies/divisions), emphasizing that independent development alone is not feasible. Even after acquiring Intel’s modem development division, Apple still ostensibly faces obstacles in development and still primarily relies on Qualcomm’s modem products. Apple released its first attempt at a production modem in the iPhone 16e in 2025 (6 years after acquiring the ongoing Intel development effort). It is benchmarked by third parties as slower in download speeds and it cannot access the FR2 (mmWave) bands.

~~Table~~Accordingly, due to the combined impact of ~~Contents~~high barriers to entry, market pushback against large incumbents with excessive market power or political sanctions against certain offshore suppliers, there are few reliable alternatives for 4G/5G modem chipset suppliers and this has created a timely opportunity for us to expand rapidly. This has also provided us with high scarcity value as one of only a handful of remaining companies worldwide with commercially-proven 4G LTE and soon 5G solutions.

~~Competition~~8

WeTable believe that our competitive strengths will enable us to compete favorably in the 4G and 5G markets. Companies in this industry primarily compete on the following elements: functionality, form factor and cost; product performance, as measured by network throughput, signal reach, latency and power consumption; track record of ~~providing high-volume deployments in the industry; and systems knowledge.~~Contents

We ~~establish~~maintain ~~high~~close ~~technology~~relationships ~~barriers~~with bywireless ~~offering~~carriers ~~highly~~and ~~integrated~~with ~~solutions~~OEMs ~~incorporating RF transceivers, baseband modems,~~ and ~~protocol~~ODMs ~~software.~~who Insupply ~~this~~devices ~~field,~~to ~~any~~those ~~issues~~carriers inand ~~either~~their ~~the~~end ~~hardware~~users. orWe ~~software~~do ~~components~~not ~~can~~typically ~~impede~~sell ~~the~~chipsets ~~progress~~directly ~~towards~~to ~~actual~~wireless ~~commercialization~~carriers. ~~While~~Our ~~some~~sales ~~specific components can be sourced through external intellectual property (“IP”) providers, there~~ are noconducted IPon ~~companies~~a ~~that~~purchase ~~can~~order ~~provide~~basis ~~turn-key~~with ~~integrated solutions. Consequently~~OEMs, ~~we believe it is highly unlikely for others to replicate all of these hardware and software components~~ODMs, ~~insulating~~contract usmanufacturers ~~from~~or ~~competition~~system ~~by newcomers~~integrators, ~~startups,~~ and ~~other~~distributors ~~risk~~who ~~factors.~~provide Acertain ~~recent~~customer ~~example of the challenges in wireless communication chipsets development~~communications, ~~including~~logistics baseband modem development, can be seen in Apple’s experience in this space. In their pursuit of 5G modem development, Apple has acquired the entire modem development division of Intel, emphasizing that independent development alone is not feasible. Even after acquiring Intel’s modem development division, Apple still ostensibly faces obstacles in development and ~~still~~customer ~~primarily~~support ~~relies on Qualcomm’s modem products~~functions.

~~Customers~~Our sales efforts are focused on securing design wins at leading OEMs and ODMs for wireless broadband devices. We work closely with key players across the 4G/5G wireless broadband industry to understand their requirements and enable them to certify and deploy 4G/5G solutions in high volume. Our sales force is organized regionally to provide account management and customer support functions as close to customer physical locations as practical. We have a direct sales force consisting of five individuals serving GCT OEM and ODM customers in the Asia-Pacific region, including Taiwan, China, Korea and Japan, Europe, North America and South America. In China, Taiwan, Japan and Korea, we supplement our direct sales team with local distributors and sales representatives who handle certain customer communications, logistics and customer support functions. The headquarters and regional sales teams maintain close relationships with customers, identify distributors, and are responsible for the distribution of our products. They also provide education and support for products, including maintenance. These teams handle customer orders, issue quotations, and negotiate prices.

WeWhen ~~maintain~~customers ~~close~~intend ~~relationships~~to ~~with~~use ~~wireless~~our ~~carriers~~chips ~~and~~for ~~with~~product ~~OEMs~~development, ~~and~~we ~~ODMs~~ensure ~~who~~that ~~supply~~technical ~~devices~~support tofrom ~~those~~our ~~carriers~~in-house ~~and~~experts ~~their~~is ~~end~~readily ~~users.~~available Weto dothem. ~~not~~To ~~typically~~address ~~sell~~potential ~~chipsets~~concerns ~~directly~~or tochallenges ~~wireless~~in ~~carriers.~~the ~~Our~~production and sales ~~are~~processes, ~~conducted~~we onconnect acustomers ~~purchase~~with ~~order~~our ~~basis~~internal ~~with~~technical ~~OEMs,~~teams ~~ODMs~~to resolve any issues promptly, ~~contract~~ensuring ~~manufacturers~~that orthey ~~system~~do ~~integrators,~~not ~~and~~hinder ~~distributors~~the ~~who~~timely ~~provide~~realization ~~certain~~of ~~customer~~revenue. ~~communications~~Additionally, ~~logistics~~we collect real-time information from customers to facilitate monthly demand forecasts and ~~customer~~maximize ~~support~~quarterly ~~functions~~sales performance.

~~Sales~~Our sales force is complemented by a team of field applications engineers (“FAEs”) that assists customers in solving technical challenges during the design, manufacturing implementation and ~~Marketing~~certification phases of a customer’s product life cycle. This high-touch approach allows us to facilitate the successful certification and acceptance by the wireless carriers of our customers’ products, which speeds time-to-market for our customers and reinforces our role as a trusted advisor to our customers.

Our sales ~~efforts~~cycles ~~are~~typically ~~focused~~take on12 ~~securing~~months ~~design~~or ~~wins~~more atto ~~leading~~complete ~~OEMs~~ and ~~ODMs~~our ~~for~~solutions ~~wireless~~are ~~broadband~~generally ~~devices.~~incorporated Weinto ~~work~~our ~~closely~~customers’ ~~with~~products ~~key~~at ~~players across~~ the ~~4G/5G~~design ~~wireless~~stage. ~~broadband~~Prior ~~industry~~ to ~~understand~~an ~~their~~end ~~requirements~~customer’s ~~and~~selection ~~enable them to certify~~ and ~~deploy~~purchase ~~4G/5G~~of our solutions, inour ~~high volume. Our~~ sales force isand ~~organized~~FAEs ~~regionally to~~ provide ~~account~~our ~~management~~end ~~and~~customers ~~customer~~with ~~support~~technical ~~functions~~assistance asin ~~close~~the touse ~~customer~~of ~~physical~~our ~~locations~~solutions asin ~~practical~~their products. WeOnce ~~have~~our asolution ~~direct~~is ~~sales~~designed ~~force~~into ~~consisting~~a ofcustomer’s ~~five~~product ~~individuals~~offering, ~~serving~~it ~~GCT~~becomes ~~OEM~~more ~~and~~difficult ~~ODM~~for ~~customers~~a incompetitor ~~the~~to ~~Asia-Pacific~~sell ~~region,~~their ~~including~~semiconductor ~~Taiwan,~~solutions ~~China,~~to ~~Korea~~that ~~and~~end ~~Japan,~~customer ~~Europe,~~for ~~North~~that ~~America~~particular ~~and~~product ~~South~~offering ~~America.~~given Inthe ~~China,~~significant ~~Taiwan~~cost, ~~Japan and Korea~~time, weeffort ~~supplement our direct sales team with local distributors~~ and ~~sales~~risk ~~representatives~~involved ~~who~~in ~~handle~~changing ~~certain~~suppliers. ~~customer~~In ~~communications~~addition, ~~logistics~~we ~~and~~believe ~~customer~~that ~~support~~upon ~~functions.~~achieving ~~The~~a ~~headquarters~~particular ~~and~~design ~~regional~~win ~~sales teams maintain close relationships~~ with ~~customers,~~a ~~identify distributors~~customer, ~~and are responsible for the distribution of~~ our ~~products.~~ability ~~They~~to ~~also~~achieve ~~provide~~other ~~education~~design ~~and~~wins ~~support~~with ~~for~~that ~~products,~~same ~~including maintenance. These teams handle~~ customer ~~orders,~~increases ~~issue quotations, and negotiate prices~~significantly.

~~When~~Our ~~customers~~marketing ~~intend~~strategy tois ~~use~~focused on enabling broad adoption of 4G/5G solutions and communicating our ~~chips~~technological ~~for~~advantages ~~product~~to ~~development,~~the wemarketplace ~~ensure~~with ~~that~~a ~~technical~~focus ~~support~~on ~~from~~wireless carriers. This includes building awareness of and preference for our ~~in-house~~technology ~~experts~~at iswireless ~~readily~~carriers ~~available~~who togenerate ~~them~~demand for 4G/5G-enabled devices. ToBy ~~address~~working ~~potential~~to ~~concerns~~understand orcarrier ~~challenges~~services instrategies, ~~the~~device ~~production~~roadmaps and ~~sales~~technical ~~processes~~requirements, we ~~connect~~believe ~~customers~~we ~~with~~are ~~our~~better ~~internal~~positioned ~~technical~~to ~~teams~~drive toour ~~resolve~~roadmap ~~any~~to ~~issues~~meet ~~promptly~~these needs, ~~ensuring~~to ~~that~~influence ~~they~~carriers’ dochoice ~~not~~of ~~hinder~~technology ~~the~~suppliers, ~~timely~~and ~~realization~~to ofidentify ~~revenue.~~manufacturers ~~Additionally,~~in wethe ~~collect~~wireless ~~real-time~~industry ~~information~~who ~~from~~are ~~customers~~best prepared to ~~facilitate~~serve ~~monthly~~the ~~demand~~needs ~~forecasts~~of ~~and~~the ~~maximize~~wireless ~~quarterly sales performance~~carrier.

Our ~~sales~~marketing ~~force~~team is ~~complemented~~also byresponsible afor ~~team~~product management, strategic planning, product roadmap creation, OEM, ODM and wireless carrier business development and corporate communications. All of ~~field~~these ~~applications~~functions ~~engineers~~are ~~(“FAEs”)~~aimed ~~that~~at ~~assists~~strengthening ~~customers~~the competitiveness of our solutions in ~~solving~~response ~~technical~~to ~~challenges~~evolving ~~during~~industry ~~the~~needs ~~design,~~and ~~manufacturing~~competitive ~~implementation~~activities, and ~~certification~~at ~~phases~~articulating the value proposition of aour ~~customer’s~~technology ~~product~~throughout ~~life~~the ~~cycle~~4G/5G broadband wireless industry. ~~This~~Our ~~high-touch~~sales ~~approach~~and ~~allows~~marketing usorganizations work closely together to ~~facilitate~~ensure ~~the~~that ~~successful~~evolving ~~certification~~industry requirements are reflected in our product plans, and ~~acceptance~~that bycustomers ~~the~~have ~~wireless~~early ~~carriers~~access to our roadmaps and can communicate the value of our ~~customers’~~technology ~~products,~~to ~~which~~the ~~speeds~~wireless ~~time~~carriers. This end-to-end value chain management approach is designed to preserve and grow our market ~~for~~share in the segments we serve. Based on the execution of our ~~customers~~sales and ~~reinforces~~marketing ~~our~~strategy, ~~role~~we ashave achieved a ~~trusted~~history ~~advisor~~of tocommercialization ~~our~~success, ~~customers~~as described below.

~~Table~~We rely on a combination of ~~Contents~~intellectual property rights, including patents, trade secrets, copyrights and trademarks, and contractual protections, to protect our core technology and intellectual property. As of December 31, 2025, we hold approximately 86 patent rights in relation to 5G/4G and next-generation wireless communication semiconductor technology. Our patent portfolio consists of modem design-related technologies (58 items, 68%), which includes multi-antenna solution for modular modem design and interference cancellation technology, system impairment (such as IQ mismatch) calibration technology, communication system technology and signal processing modem technology, RF transceiver technologies (20 cases, 23%), frequency synthesis technologies (8 cases, 9%).

Our sales cycles typically take 12 months or more to complete and our solutions are generally incorporated into our customers’ products at the design stage. Prior to an end customer’s selection and purchase of our solutions, our sales force and FAEs provide our end customers with technical assistance in the use of our solutions in their products. Once our solution is designed into a customer’s product offering, it becomes more difficult for a competitor to sell their semiconductor solutions to that end customer for that particular product offering given the significant cost, time, effort and risk involved in changing suppliers. In addition, we believe that upon achieving a particular design win with a customer, our ability to achieve other design wins with that same customer increases significantly.9

~~Our~~Table ~~marketing strategy is focused on enabling broad adoption~~ of 4G/5G solutions and communicating our technological advantages to the marketplace with a focus on wireless carriers. This includes building awareness of and preference for our technology at wireless carriers who generate demand for 4G/5G-enabled devices. By working to understand carrier services strategies, device roadmaps and technical requirements, we believes we are better positioned to drive our roadmap to meet these needs, to influence carriers’ choice of technology suppliers, and to identify manufacturers in the wireless industry who are best prepared to serve the needs of the wireless carrier.Contents

~~Our~~Most ~~marketing~~of ~~team~~the isissued ~~also~~patents ~~responsible~~have ~~for~~been ~~product~~already ~~management,~~applied ~~strategic~~to ~~planning,~~our ~~product~~commercial ~~roadmap creation, OEM, ODM and wireless carrier business development and corporate communications~~products. ~~All~~Among ofthose ~~these~~patents, ~~functions~~there are ~~aimed~~three atkey ~~strengthening~~aspects: ~~the~~multi-antenna ~~competitiveness~~modem ofsolution ~~our~~which ~~solutions~~provides inscalable, ~~response~~module tomodem ~~evolving~~core ~~industry~~design ~~needs~~technology and ~~competitive~~base ~~activities,~~line ~~and~~architecture ~~at articulating the value proposition~~ of our ~~technology~~4G ~~throughout~~and ~~the 4G/~~5G ~~broadband~~modem; ~~wireless~~impairment ~~industry.~~calibration ~~Our~~technology ~~sales~~to ~~and~~compensate ~~marketing~~system ~~organizations~~impairment ~~work~~from ~~closely~~direct-conversion ~~together~~RF toand ~~ensure~~analogy ~~that~~parts, ~~evolving~~such ~~industry~~as ~~requirements~~I/Q ~~are~~imbalance ~~reflected~~and incarrier ~~our~~leakage, ~~product~~calibration ~~plans,~~technology; and ~~that~~RF ~~customers~~transceiver ~~have~~architecture ~~early~~and ~~access~~related tocircuit ~~our~~technology ~~roadmaps~~for ~~and~~CMOS ~~can~~direct-conversion ~~communicate~~RF ~~the~~technology. ~~value~~In ofaddition to our ~~technology~~U.S. topatents, ~~the~~patents ~~wireless~~have ~~carriers.~~been ~~This~~issued ~~end-to-end~~in ~~value~~multiple ~~chain~~countries ~~management~~where ~~approach~~production isfacilities, ~~designed~~product tomarkets, ~~preserve~~ and ~~grow~~competitors ~~our~~are ~~market~~located. ~~share~~As inof ~~the~~December ~~segments~~31, 2025, we ~~serve.~~hold ~~Based~~34 ~~upon~~US ~~successful~~patents, ~~execution~~34 ofKorean ~~our~~patents, ~~sales~~7 ~~and~~Taiwanese ~~marketing strategy~~patents, we5 ~~established~~Japanese apatents, ~~long~~4 ~~history~~Chinese ofpatents, ~~successful~~and ~~commercialization~~2 aspatents ~~shown~~issued ~~below~~in other countries.

~~Intellectual~~In ~~Property~~February 2024, we entered into a Foundry Product Development Agreement and related agreement (the “Alpha Agreements”) with Alpha Holdings Co., Ltd. (“Alpha”), pursuant to which Alpha agreed to develop and deliver to us various semiconductor products (produced in the Samsung foundry), including performing certain development activities based on our design data and delivering prototypes in the quantity specified by the applicable statement of work. The term of the Alpha Foundry Product Development Agreement is three years from the date of execution and the total development costs that we will pay to Alpha under this Agreement are approximately $7.6 million. Under the Alpha Agreements, Alpha also granted us a license to use certain third-party intellectual property that will enable us to develop and deliver 5G products set forth in such agreements. Furthermore, also in February 2024, we entered into several license and development agreements with third-party vendors (the “Vendor Agreements”), pursuant to which these vendors agreed to supply us a license to use certain intellectual property that will enable us to develop and deliver 5G products under the Alpha Agreements. As disclosed previously, we entered into a research and development agreement (the “Samsung Agreement”) with Samsung Electronics Co., Ltd (“Samsung”) in July 2020, pursuant to which Samsung agreed to provide us with certain development support, an intellectual property license, and mass production set up support to enable us to develop and produce 5G chipsets for our customers. The development support, technology licensing, and other services provided to us under the Alpha Agreements and Vendor Agreements are intended to support our continued development and production of 5G chipsets utilizing Samsung foundry processes. In connection with entering into the Alpha Agreements, the Samsung Agreement was terminated.

~~Most~~We ofemploy ~~the~~a ~~issued~~fabless ~~patents~~semiconductor ~~have~~business ~~been~~model ~~already~~and ~~applied~~use third-party foundries and assembly and test vendors to manufacture, assemble and test our ~~commercial~~semiconductor ~~products~~solutions. ~~Among~~Our ~~those~~main ~~patents,~~foundry ~~there~~vendors are ~~three~~Samsung ~~key~~Foundry, ~~aspects:~~and ~~multi-antenna~~United ~~modem~~Microelectronics ~~solution~~Corporation ~~which~~(“UMC”). ~~provides~~From ~~scalable~~Samsung Foundry, ~~module~~we ~~modem~~currently ~~core~~use ~~design~~28nm ~~technology~~mixed-signal and ~~base~~digital ~~line~~Complementary ~~architecture~~Metal-Oxide-Semiconductor of(“CMOS”) ~~our~~production processes for 4G baseband modem, and 8nm technology for 5G baseband modem; ~~impairment~~products. The ~~calibration~~use ~~technology~~of these commercially available standard processes enables us to ~~compensate~~produce ~~system~~our ~~impairment~~products ~~from~~more ~~direct~~cost-~~conversion~~effectively RF and, ~~analogy~~by ~~parts~~migrating to lower process geometries, ~~such~~we asexpect ~~I/Q~~to ~~imbalance~~achieve ~~and~~advantages ~~carrier~~in ~~leakage~~cost, ~~calibration~~size ~~technology;~~ and RFpower ~~transceiver~~consumption. ~~architecture~~Particularly, ~~and~~given ~~related~~the ~~circuit~~fact ~~technology~~that ~~for~~foundry ~~CMOS~~companies, ~~direct~~which can provide the leading-~~conversion~~edge RFfoundry technology. Infor ~~addition~~fabless tosemiconductor ~~our~~companies ~~U.S.~~to ~~patents~~access, ~~patents~~are ~~have~~very ~~been~~few ~~issued~~and inpractically ~~multiple~~limited ~~countries~~to ~~where~~TSMC ~~production~~and ~~facilities,~~Samsung ~~product~~Foundry ~~markets~~in this market, ~~and~~it ~~competitors~~is ~~are~~very ~~located.~~important Asfor ofus ~~December~~to ~~31,~~establish ~~2024,~~close werelationships ~~hold~~with 33such USfoundry ~~patents~~companies. Currently, 35the ~~Korean~~Company ~~patents,~~and 9Samsung ~~Taiwanese~~Foundry ~~patents,~~enjoy 2a ~~Japanese~~mutually ~~patents,~~beneficial 2foundry ~~Chinese~~relationship ~~patents,~~providing secure access to leading-edge technology and 5manufacturing ~~patents~~capacity ~~issued~~as inour ~~other~~5G ~~countries~~business ramps.

InFrom ~~February 2024~~UMC, we ~~entered~~currently ~~into~~use a110 ~~Foundry~~RF ~~Product~~production ~~Development~~process ~~Agreement~~for ~~and~~4G ~~related~~RF ~~agreement (the “Alpha Agreements”) with Alpha Holdings Co.~~only, ~~Ltd. (“Alpha”), pursuant to which Alpha agreed to develop~~ and ~~deliver~~40nm ~~to us various semiconductor products (produced in the Samsung foundry)~~RF, ~~including~~mixed-signal ~~performing certain development activities based on our design data~~ and ~~provide~~digital ~~prototypes~~CMOS inproduction ~~the~~processes ~~quantity~~for ~~specified~~4G by the applicable statement of work. The term of the Alpha Foundry Product Development Agreement is three years from the date of execution and the total development costs that we will pay to Alpha under this Agreement is approximately $7.6 million. Under the Alpha Agreementsbaseband, ~~Alpha~~4G ~~also~~RF ~~granted us a license to use certain third-party intellectual property that will enable us to develop~~ and ~~deliver~~ 5G ~~products set forth in such agreements~~RF. ~~Furthermore,~~From ~~also in February 2024~~TSMC, we ~~entered~~currently ~~into several license and development agreements with third party vendors (the “Vendor Agreements”), pursuant to which these vendors agreed to supply us a license to~~ use ~~certain~~40nm ~~intellectual property that will enable us to develop and deliver 5G products under the Alpha Agreements. As disclosed previously~~RF, wemixed-signal ~~entered into a research~~ and ~~development~~digital ~~agreement~~CMOS (the “Samsung Agreement”) with Samsung Electronics Co., Ltd (“Samsung”) in July 2020, pursuant to which Samsung agreed to provide us with certain development support, an intellectual property license, and mass production ~~set~~processes ~~up support to enable us to develop and produce 5G chip sets~~ for ~~our~~4G ~~customers.~~RF The development support, technology licensing and other services provided to us under the Alpha Agreements and Vendor Agreements will complete and/or replace the work originally begun under the Samsung Agreement and will allow us to achieve materially identical results with regards to developing and producing 5G chipsets as the Samsung Agreementonly. ~~Accordingly, the Samsung Agreement has been terminated.~~

10We use Hana Micron, Stats ChipPAC, and Advanced Semiconductor Engineering, Inc., (“ASE”) for most of our assembly and testing requirements on a purchase order basis. We conduct extensive simulation, practical application and standardized test bed studies to validate and verify our products.

~~Table~~We closely monitor the production cycle from wafer to finished goods by reviewing electrical parameters, manufacturing processes and test yield data. We also run routine reliability monitoring programs to ensure long term product reliability. This enables us to operate certain test processes on demand to reduce the time-to-market for our products and to help ensure their quality and reliability. The Company and all of ~~Contents~~our outsourcing partners have implemented and adhered to the quality management system and environmental management system as required by ISO 9001:2015 across the organization. This has enabled the establishment of a robust quality assurance system for production and products, securing trust from our customers. We are also proactively responding to the strengthening of international environmental regulations and meeting market demands.

WeAs ~~employ~~of aDecember ~~fabless~~31, ~~semiconductor~~2025, ~~business~~we ~~model~~had ~~and~~126 ~~use third~~full-~~party~~time ~~foundries~~employees, ~~and~~of ~~assembly~~whom ~~and~~101 ~~test~~were ~~vendors~~located toin ~~manufacture~~Korea, ~~assemble~~18 ~~and~~were ~~test~~in ~~our~~the ~~semiconductor~~United ~~solutions. Our main foundry vendors are Samsung Foundry~~States, ~~and~~three ~~United~~were ~~Microelectronics~~in ~~Corporation (“UMC”). From Samsung Foundry~~Taiwan, wetwo ~~currently~~were ~~use~~in ~~28nm~~China ~~mixed-signal~~ and ~~digital~~one ~~Complementary~~was ~~Metal-Oxide-Semiconductor~~in ~~(“CMOS”)~~each ~~production~~of ~~processes~~Hong ~~for~~Kong ~~4G baseband modem,~~ and ~~8nm technology for 5G baseband modem products~~Japan. ~~which~~These ~~are~~employees ~~under~~include ~~development.~~80 ~~The~~in ~~use~~research ~~of these commercially available standard processes enables us to produce our products more cost-effectively~~ and, ~~by migrating to lower process geometries~~development, we18 ~~expect to achieve advantages~~ in ~~cost,~~sales ~~size~~ and ~~power consumption. Particularly~~marketing, ~~given~~22 ~~the~~in ~~fact~~general ~~that foundry companies, which can provide the leading-edge foundry technology for fabless semiconductor companies to access, are very few~~ and ~~practically~~administration ~~limited to TSMC~~ and ~~Samsung~~6 ~~Foundry~~ in ~~this~~operations. ~~market,~~Management itconsiders islabor ~~very~~relations ~~important for us~~ to ~~establish~~be ~~close relationships with such foundry companies~~positive. ~~Currently,~~We ~~the~~also ~~Company~~contract ~~and~~with ~~Samsung~~independent ~~Foundry~~contractors ~~enjoy a mutually beneficial foundry relationship providing secure access to leading-edge technology~~ and ~~manufacturing capacity as our 5G business ramps~~consultants.

From UMC, we currently use 110 RF production process for 4G RF only, and 40nm RF, mixed-signal and digital CMOS production processes for 4G baseband, 4G RF and 5G RF. From TSMC, we currently use 40nm RF, mixed-signal and digital CMOS production processes for 4G RF only.10

WeTable ~~use Hana Micron, Stats ChipPAC, and Advanced Semiconductor Engineering, Inc., (“ASE”) for most~~ of ~~our assembly and testing requirements on a purchase order basis. We conduct extensive simulation, practical application and standardized test bed studies to validate and verify our products.~~Contents

~~Human~~Our ~~Resources~~principal executive offices are located in San Jose, California, and consist of approximately 5,900 square feet under a lease that expires in October 2026. This facility accommodates our product marketing and finance and administrative activities as well as a small research and development team. We have an approximately 56,500 square-foot facility in Seoul, Korea, which accommodates a research and development center under a lease expiring in December 2026. We have an approximately 100 square-foot facility in Taipei, Taiwan, which houses sales and technical support personnel, under a lease that expires in July 2026. We also have an approximately 850 square-foot facility in Shanghai, China for sales and technical support personnel under a lease that expires in July 2026 and an approximately 720 square-foot facility in Shenzhen, China, which accommodates sales and technical support personnel, under a lease that expires in June 2028.

AsWe ofdo ~~December~~not ~~31,~~own ~~2024,~~any wereal ~~had~~property. ~~121~~We ~~full-time~~believe ~~employees,~~that ofour ~~whom~~leased 96facilities ~~were~~are ~~located~~adequate into ~~Korea,~~meet 18our ~~were~~current inneeds ~~the United States, three were in Taiwan, two were in China~~ and ~~one~~that ~~was~~additional infacilities ~~each~~will ofbe ~~Hong~~available ~~Kong~~on ~~and Japan. These employees include 76 in research and development~~suitable, 18commercially inreasonable ~~sales~~terms ~~and marketing, 21 in general and administration and 6 in operations. Management considers labor relations~~ to beaccommodate ~~positive.~~any Wefuture ~~also contract with independent contractors and consultants~~needs.

~~Our~~We ~~principal executive offices~~ are ~~located~~not incurrently ~~San Jose, California, and consist of approximately 5,900 square feet under~~ a ~~lease~~party ~~that~~to ~~expires~~any inmaterial ~~October~~legal ~~2026~~proceedings. ~~This~~From ~~facility~~time ~~accommodates~~to ~~our product marketing and finance and administrative activities as well as a small research and development team. We have a 56~~time,~~500~~ ~~square-foot~~we ~~facility in Seoul~~may, ~~Korea~~however, ~~which~~in ~~accommodates~~the aordinary ~~research~~course ~~and~~of ~~development~~business ~~center~~become ~~under~~involved ~~a lease expiring~~ in ~~December~~legal ~~2025~~proceedings. ~~that~~Regardless ~~renews~~of ~~annually.~~outcome, Welitigation could have a ~~100~~material ~~square-foot~~adverse ~~facility~~effect inon ~~Taipei,~~us ~~Taiwan,~~due ~~which~~to ~~houses~~defense ~~sales~~ and ~~technical~~settlement ~~support personnel~~costs, ~~under~~diversion aof ~~lease~~management ~~that~~resources, ~~expires~~negative ~~in June 2025. We also have an 850 square-foot facility in Shanghai~~publicity, ~~China~~reputational ~~for~~harm ~~sales~~ and ~~technical~~other ~~support personnel under a lease that expires in July 2026 and a 1~~factors,~~200~~ ~~square-foot facility in Shenzhen, China, which accommodates sales~~ and ~~technical~~there ~~support~~can ~~personnel,~~be ~~under~~no aassurances ~~lease~~ that ~~expires~~favorable inoutcomes ~~May~~will ~~2025~~be obtained.

~~Legal~~We ~~Proceedings~~file Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, proxy statements, and related amendments, exhibits and other information with the Securities and Exchange Commission, or the SEC. You may access and read our filings without charge through the SEC’s website at www.sec.gov or through our website at https://investors.gctsemi.com/sec-filings, as soon as reasonably practicable after such materials are electronically filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act. Information contained on, or accessible through, our website shall not be deemed incorporated into and is not a part of this Annual Report.

We are not currently a party to any material legal proceedings. From time to time, we may, however, in the ordinary course of business become involved in legal proceedings. Regardless of outcome, litigation could have a material adverse effect on us due to defense and settlement costs, diversion of management resources, negative publicity, reputational harm and other factors, and there can be no assurances that favorable outcomes will be obtained.11

~~Available~~Table ~~Information~~of Contents

~~Table~~Investing in our securities involves risks. Before you make a decision to buy our securities, in addition to the risks and uncertainties discussed above under “Cautionary Note Regarding Forward-Looking Statements,” you should carefully consider the specific risks set forth herein. If any of ~~Contents~~these risks actually occur, it may materially harm our business, financial condition, liquidity and results of operations. As a result, the market price of our securities could decline, and you could lose all or part of your investment. Additionally, the risks and uncertainties described in this Annual Report on Form 10-K (the “Annual Report”) or in any document incorporated by reference herein or therein are not the only risks and uncertainties that we face. Additional risks and uncertainties not presently known to us or that we currently believe to be immaterial may become material and adversely affect our business.

12We may encounter difficulties or challenges in satisfying our obligations under our 5G development agreements and in scaling and sustaining commercialization of our 5G chipsets, which may adversely affect our ability to generate revenue.

~~Table~~We have entered into 5G development and collaboration agreements with certain customers and operators, including a development and collaboration agreement with a Tier 1 wireless communications operator. Under these agreements, we have agreed to design, develop and collaborate with each respective customer to test, qualify and commercialize our chipsets and also to help these customers commercialize products that use our chipsets, and these agreements impose various obligations on us to deliver results and meet certain product development milestones. We have completed certain development milestones and commenced initial commercial shipments of ~~Contents~~our 5G chipsets to select customers. As we continue to perform under these agreements and expand commercialization, we may receive revenues and fees, including milestone payments upon the achievement of specified business and development objectives and follow-on sales of our chipsets to ODM and OEM suppliers as products using our chipsets ramp in volume.

~~Item~~However, 1Awe may encounter difficulties and challenges in meeting our obligations under these development agreements and our anticipated timeline and volumes for product shipments, such as delays in testing and qualifying our products, technical issues in the development and manufacturing of our products, lack of resources and funding to support the development and commercialization efforts, the rise of competitive technologies and products that cause the customers or partners to shift focus and attention elsewhere, lack of funding to support development activities, lack of cooperation by the customers or partners and lack of success of our customers’ products in the marketplace. ~~Risk~~Any ~~Factors~~of these factors may adversely affect our ability to monetize these agreements and meet our anticipated product development timeline, including delays in volume shipment of 5G products, which in turn will adversely affect our financial results and results of operations.

~~Risk~~If ~~Factors~~the 5G market develops more slowly than expected, or if we fail to accurately predict market requirements or demand for our 5G solutions, our financial performance could be adversely affected.

~~Investing~~We inhave ~~our~~invested ~~securities~~substantial ~~involves~~time ~~risks.~~and ~~Before~~resources ~~you~~in ~~make~~developing aproducts ~~decision~~that tosupport ~~buy~~the ~~our~~5G ~~securities~~wireless communications market, inand ~~addition~~we tohave ~~the~~entered ~~risks~~into various agreements and ~~uncertainties~~arrangements ~~discussed~~with ~~above~~potential ~~under~~customers ~~“Cautionary~~and ~~Note~~wireless ~~Regarding~~operators ~~Forward-Looking~~to ~~Statements,”~~develop ~~you~~wireless ~~should~~communications ~~carefully~~products ~~consider~~to serve the ~~specific~~growing ~~risks~~needs ~~set~~of ~~forth~~this ~~herein~~market. IfAlthough ~~any~~we ofhave ~~these~~commenced ~~risks~~initial ~~actually~~commercialization ~~occur,~~of itour ~~may~~5G ~~materially~~solutions, ~~harm~~ our ~~business,~~future ~~financial~~growth ~~condition,~~depends ~~liquidity~~on ~~and~~our ~~results~~ability ofto ~~operations.~~accurately Asanticipate acustomer ~~result~~requirements, ~~the~~application ~~market~~use ~~price~~cases, ofpricing ~~our~~sensitivity, ~~securities~~and ~~could~~end-market ~~decline~~demand, and ~~you~~to ~~could~~scale ~~lose~~adoption ~~all~~of orour ~~part~~solutions ofover ~~your investment~~time. ~~Additionally~~In addition, ~~the~~if ~~risks~~5G ~~and~~networks ~~uncertainties~~are ~~described~~deployed into ~~this~~a ~~Annual~~lesser ~~Report~~extent onor ~~Form~~more ~~10-K~~slowly than we currently anticipate, or inif ~~any~~other ~~document~~competing ~~incorporated~~semiconductor bysolutions ~~reference~~achieve ~~herein~~greater market acceptance or ~~therein~~if ~~are~~operators do not ~~the~~migrate ~~only~~to ~~risks~~5G ~~and~~as ~~uncertainties~~expected, ~~that~~ we ~~face.~~may ~~Additional~~not ~~risks~~realize ~~and~~the ~~uncertainties~~expected ~~not~~benefits ~~presently~~from ~~known~~this toinvestment, uswhich orcould ~~that~~have wean ~~currently~~adverse ~~believe~~effect toon beour ~~immaterial~~business, ~~may~~financial ~~become~~condition ~~material~~ and ~~adversely~~results ~~affect~~of ~~our business~~operations.

~~Risks~~Our ~~Related~~products totarget ~~Our~~primarily ~~Business~~certain segments in the 5G markets, including fixed wireless access, mobile broadband, and M2M applications, and if these markets do not develop or grow as anticipated, our financial performance will be adversely affected.

WeOur ~~may~~products ~~encounter~~target ~~difficulties~~primarily certain segments of the wireless markets, including fixed wireless access (“FWA”), mobile broadband and machine-to-machine (“M2M”) applications, and if these markets do not develop or ~~challenges~~grow inas ~~satisfying~~quickly as expected, or if other products or technologies displace or reduce the demands of such market segments, our ~~obligations~~business ~~under~~operations and financial condition could be negatively impacted. For example, our products are applicable to the FWA market, which is an innovative use case that employs 4G and 5G ~~development~~radio ~~agreements~~spectrum to provide wireless broadband connectivity between multiple locations and ~~may~~fixed ~~not~~points, besuch ~~able~~as toa ~~meet~~mobile network cell tower and a wireless device in a subscriber’s home. FWA provides wireless coverage where there is no fixed line or where fixed line service is poor, including rural areas, where broadband access is limited. However, the ~~anticipated~~FWA ~~timeline~~market ~~for~~and ~~commencing~~related ~~shipment~~demand may be impacted by various factors, including the growth of 5Gfixed ~~chipsets~~line services (especially fiber optic lines), ~~which~~the costs and benefits of deploying FWA infrastructure and regulatory requirements for implementing FWA solutions. Each of these factors may adversely affect our ability to ~~generate~~sell ~~revenue~~products into such markets. Similarly, the mobile broadband market can be affected by demand for mobile devices, such as smartphones, wireless modems, and portable wireless devices, and a slowdown in demand for these applications may reduce our ability

We have entered into 5G development and collaboration agreements with certain customers and operators, including a development and collaboration agreement with a Tier 1 wireless communications operator. Under these agreements, we have agreed to design, develop and collaborate with each respective customers to test, qualify and commercialize our chipsets and also to help these customers commercialize products that use our chipsets, and these agreements impose various obligations on us to deliver results and meet certain product development milestones. In the event that we complete the performance of our obligations and are able to commercialize and sell our products, we may receive significant revenues and fees as a result of such agreements, including but are not limited to, milestone payments upon the achievement of specified business and development objectives as well as follow-on sales of our chipsets to ODM/OEM suppliers when products (using our chipset) related to these development agreements begins to ramp. In addition, we have previously announced that we expect to commence volume shipment of 5G chipsets in the first half of 2025, which will enable us to generate significant revenue and improve our financial performance.12

~~However,~~Table we may encounter difficulties and challenges in meeting our obligations under these development agreements and our anticipated timeline for product shipments, such as delays in testing and qualifying our products, technical issues in the development and manufacturing products, lack of resources and funding to support the development efforts, the rise of competitive technologies and products that cause the customers or partners to shift focus and attention elsewhere, lack of funding to support development activities and lack of cooperation by the customers or partners. Any of these factors may adversely affect our ability to monetize these agreements and meet our anticipated product development timeline, including delays in volume shipment of 5G products, which in turn will adversely affect our financial results and results of operations.Contents

Ifto sell our products. Furthermore, the ~~5th~~growth ~~generation~~of ~~(“5G”)~~M2M ~~market~~applications ~~does~~depends ~~not~~on ~~develop~~various orfactors ~~develops~~that ~~more~~drive ~~slowly~~demand, ~~than~~including ~~expected~~decisions by businesses, orinstitutions, ifand weregulatory ~~fail~~authorities to ~~accurately~~implement ~~predict~~and ~~market~~permit ~~requirements~~the establishment of infrastructure or ~~market~~systems ~~demand~~that ~~for~~utilize 5GM2M ~~solutions,~~wireless ~~our~~communications. ~~financial~~These ~~performance~~and ~~will~~other befactors could adversely ~~affected~~affect our business operations and financial condition.

We ~~have~~depend ~~invested~~on ~~substantial time and resources in developing products that support~~ the 5Gcommercial ~~wireless~~deployment ~~communications~~of ~~markets,~~4th ~~and~~generation we(“4G”) ~~have~~long ~~entered~~term ~~into~~evolution ~~various~~(“LTE”) ~~agreements~~ and ~~arrangements~~5G ~~with~~communications ~~potential~~equipment, ~~customers~~products and ~~wireless~~services ~~operators~~ to ~~develop~~grow ~~wireless communications products to serve the growing needs of this market. If we fail to accurately predict market requirements or market demand for 5G, or if~~ our ~~solutions are not successfully developed or adopted by our customers~~business, ~~then~~and our ~~ability~~business tomay ~~generate revenue will~~ be harmed. ~~In addition,~~ if ~~the~~wireless 5Gcarriers ~~networks~~delay ~~are~~adoption ~~deployed~~of to5G ~~a lesser extent or more slowly than we currently anticipate~~standards, or ifdeploy ~~other~~technologies ~~competing~~that ~~semiconductor~~are ~~solutions achieve greater market acceptance or operators do~~ not ~~migrate~~supported toby ~~5G as expected, we may not realize the expected benefits from this investment, which will have an adverse effect on~~ our ~~business, financial condition and results of operations~~solutions.

~~Our~~We depend upon the continued commercial deployment of 4G and 5G wireless communications equipment, products ~~target~~and ~~primarily~~services ~~certain~~based ~~segments~~on our technology. Deployment of new networks by wireless carriers requires significant capital expenditures, well in advance of any revenue from such networks. If the 5Grate ~~markets~~of deployment of new networks by wireless carriers is slower than we expect, ~~including~~this ~~fixed~~could reduce sales of our products and could cause original equipment manufacturers (“OEMs”) and original design manufacturers (“ODMs”) to hold excess inventory. This would harm our revenues and financial results. The worldwide commercial deployment and adoption of narrow band LTE variants, Cat M and Cat NB, are expected to expand further the markets for IoT devices. If deployments of the Cat M or Cat NB standards are delayed or if competing standards for IoT devices become favored by wireless ~~access~~carriers, ~~mobile~~we ~~broadband~~may not be able to successfully increase sales of our Cat M and Cat NB products, which would harm our revenues and ~~M2M~~financial ~~applications~~results. In addition, our OEM/ODM customers may experience difficulties, delays and ifother ~~these~~challenges in the transition from 4G to 5G markets, doincluding ~~not~~loss ~~develop~~of business opportunities because wireless operators decide to switch suppliers during this transition, which may cause such OEM/ODM customers to reduce demand from us. If the transition from 4G to 5G market encounters disruption or ~~grow~~delay, asor if the roll off of our 4G business occurs faster than anticipated, and /or the loss of our ~~financial~~4G ~~performance~~business ~~will~~is benot ~~adversely~~immediately ~~affected~~replaced by our 5G sales, it may have an adverse effect on our operating result and financial condition.

~~Our~~If ~~products~~we ~~focus~~are onunsuccessful ~~certain~~in ~~segments~~developing ~~of 5G wireless markets, including fixed wireless access (“FWA”), mobile broadband~~ and ~~machine-to-machine~~selling ~~(“M2M”)~~new ~~applications, and if these markets do not develop or grow as quickly as expected, or if other~~ products or ~~technologies~~in ~~displace~~penetrating ornew ~~reduce the demands of such market segments~~markets, our business ~~operations~~ and ~~financial~~operating ~~conditions~~results ~~will~~would ~~be negatively impacted~~suffer. For example, our products are applicable to the FWA market, which is an innovative use case that employs 4G and 5G radio spectrum to provide wireless broadband connectivity between multiple locations and fixed points, such as a mobile network cell tower and a wireless device in a subscriber’s home. FWA provides wireless coverage where there is no fixed line or a poor fixed line service, including rural areas, where broadband access is limited. However, the FWA market and related demand may be impacted by various factors, including the growth of fixed line services (especially fiber optic lines), the costs and benefits of deploying FWA infrastructure and regulatory requirements for implementing FWA solutions. Each of these factors may adversely affect our ability to

13The markets in which we and our customers compete or plan to compete are characterized by rapidly changing technologies and industry standards and technological obsolescence. Our ability to compete successfully depends on our ability to design, develop, market and support new products and enhancements on a timely and cost effective basis. A fundamental shift in technologies in any of our target markets, such as the 5G wireless communications markets, could harm our competitive position within these markets. Our failure to anticipate these shifts, develop new technologies or react to changes in existing technologies could delay our development of new products, which could result in product obsolescence, decreased revenue and loss of design wins.

~~Table~~The development of ~~Contents~~new technologies and products generally requires substantial investment before they become commercially viable, and we have created a roadmap to build and increase our product offerings. Under this roadmap, we intend to continue making substantial investments to develop new technologies and products, and our development efforts may not be successful, and our new technologies and products may not produce meaningful revenue. For example, we currently invest significant resources to develop 5G semiconductor solutions. We may be required, on a case by case basis, to invest additional resources to develop multiple chip solutions in response to changing market demand. If the semiconductor solutions we develop fail to meet market or customer requirements or do not achieve market acceptance, we may not be able to execute our roadmap successfully. In addition, our products have long sales cycles that involve numerous steps, and during this time we may expend substantial financial resources and management time and effort without any assurance that product sales will result. Our sales cycle typically begins when one of our products have been provided to our end customers for evaluation, and thereafter it can take 12 or more months to achieve successful commercialization. The anticipated long sales cycle for our products makes it difficult to predict the quarter in which sales may occur.

~~sell~~The ~~products~~success ~~into~~of ~~such~~our ~~market.~~new ~~Similarly,~~products ~~the~~will ~~mobile~~depend ~~broadband~~on ~~market~~accurate ~~can~~forecasts beof ~~affected~~long-term bymarket ~~the~~ demand ~~for mobile devices~~, ~~such~~customer asand ~~smartphones,~~consumer ~~wireless~~requirements ~~modems,~~ and ~~portable~~future ~~wireless~~technological ~~devices~~developments, ~~and~~as awell ~~slowing~~as ~~demand~~a ~~for~~variety ~~these applications may reduce our ability to sell our products. Furthermore, the growth~~ of ~~M2M~~specific ~~applications~~implementation ~~depends on various~~ factors ~~that drive demand~~, including decisions by businesses, institutions, and regulatory authorities to implement and permit establishment of infrastructures or systems that utilize M2M wireless communications. These and other factors could adversely affect our business operations and financial conditions.:

•

Weaccurate ~~depend~~prediction onof the ~~commercial~~size ~~deployment~~and growth of ~~4th~~the ~~generation (“~~4G”) ~~long term evolution (“LTE”)~~ and 5G communications equipment, products and services to grow our business, and our business may be harmed if wireless carriers delay in the adoption of 5G standards, or if they deploy technologies that are not supported by our solutions.markets;

•

Weaccurate ~~depend~~prediction ~~upon the continued commercial deployment~~ of 4G and 5G wireless communications equipment, products and services based on our technology. Deployment of new networks by wireless carriers requires significant capital expenditures, well in advance of any revenue from such networks. If the ~~rate~~growth of ~~deployment of new networks by wireless carriers is slower than we expect, this will reduce~~ the ~~sales~~IoT ofmarkets ~~our products~~ and could cause original equipment manufacturers (“OEMs”) and original design manufacturers (“ODMs”) to hold excess inventory. This would harm our revenues and financial results. The worldwide commercial deployment and adoption of the ~~narrow~~timing ~~band LTE variants, Cat M and Cat NB, are expected to expand further the markets for Internet~~ of ~~Things~~commercial ~~devices.~~availability ~~If deployments~~ of ~~the~~4G ~~Cat M or Cat NB standards are delayed or if competing standards for Internet of Things devices become favored by wireless carriers, we may not be able to successfully increase sales of our Cat M~~ and ~~Cat~~5G ~~NB products, which would harm our revenues and financial results.~~networks;

•

Ifaccurate weprediction ~~are~~of ~~unsuccessful~~changes in ~~developing~~device ~~and~~manufacturer ~~selling~~requirements, ~~new~~technology, ~~products~~industry standards or inconsumer ~~penetrating new markets~~expectations, ~~our~~demands ~~business~~ and ~~operating results would suffer.~~preferences;

•

~~The~~timely ~~markets~~and inefficient ~~which~~completion weof ~~and~~product ~~our~~design ~~customers~~and ~~compete~~transfer ~~or plan~~ to ~~compete~~manufacturing, ~~are~~assembly ~~characterized by rapidly changing technologies~~ and ~~industry~~test, ~~standards~~ and ~~technological~~securing ~~obsolescence.~~sufficient ~~Our~~manufacturing ~~ability~~capacity to ~~compete~~allow ~~successfully~~us ~~depends~~to oncontinue ~~our ability~~ to ~~design,~~timely ~~develop, market~~ and ~~support~~efficiently ~~new~~deliver products and enhancements on a timely and cost effective basis. A fundamental shift in technologies in any of our target markets, such as the 5G wireless communications markets, could harm our competitive position within these markets. Our failure to ~~anticipate these shifts, develop new technologies or react to changes in existing technologies could delay~~ our ~~development of new products, which could result in product obsolescence, decreased revenue and loss of design wins.~~customers;

•

The development of new technologies and products generally requires substantial investment before they become commercially viable, and we have created a roadmap to build and increase our product offerings. Under this roadmap, we intend to continue making substantial investments to develop new technologies and products, and our development efforts may not be successful, and our new technologies and products may not produce meaningful revenue. For example, we currently invest significant resources to develop 5G semiconductor solutions. We may be required, on a case by case basis, to invest additional resources to develop multiple chip solutions in response to changing market ~~demand. If the semiconductor solutions we develop fail to meet market or customer requirements or do not achieve market~~ acceptance, weadequate ~~may~~consumer ~~not~~demand ~~be able to execute our roadmap successfully. In addition, our products have long sales cycles that involve numerous steps,~~ and ~~during~~commercial ~~this~~production ~~time we may expend substantial financial resources and management time and effort without any assurance that product sales will result. Our sales cycle typically begins when one~~ of ~~our~~the products ~~have~~in ~~been~~which ~~provided to~~ our ~~end~~mobile ~~customers for evaluation,~~ and ~~thereafter~~wireless itbroadband ~~can~~semiconductor ~~take~~solutions 12are ~~or more months to achieve successful commercialization. The anticipated long sales cycle for our products makes it difficult to predict the quarter in which sales may occur.~~incorporated;

•

~~The~~the ~~success of our new products will depend on accurate forecasts of long-term market demand~~quality, ~~customer~~performance and ~~consumer~~reliability ~~requirements~~of ~~and~~the ~~future~~product ~~technological developments,~~ as ~~well~~compared asto acompeting ~~variety~~products ofand ~~specific implementation factors, including:~~technologies;

•

~~accurate~~effective ~~prediction~~marketing, ofsales ~~the size~~ and ~~growth~~service; ~~of the 4G~~ and ~~5G markets;~~

~~accurate prediction of the growth of the Internet of Things markets and the timing of commercial availability of 4G and 5G networks;~~13

~~accurate~~Table ~~prediction~~ of ~~changes in device manufacturer requirements, technology, industry standards or consumer expectations, demands and preferences;~~Contents

•

~~timely~~the ~~and~~ability ~~efficient completion of product design and transfer~~ to ~~manufacturing,~~obtain ~~assembly~~licenses ~~and test, and securing sufficient manufacturing capacity~~ to ~~allow~~use usthird-party totechnology ~~continue~~ to ~~timely~~support ~~and~~the ~~efficiently~~development ~~deliver~~of ~~products to~~ our ~~customers;~~products.

~~market~~If ~~acceptance,~~we ~~adequate~~fail ~~consumer~~to ~~demand~~introduce ~~and~~new ~~commercial~~products ~~production~~that ofmeet the ~~products~~demands inof ~~which~~our customers or our ~~mobile~~target ~~and~~markets, ~~wireless~~or ~~broadband~~if ~~semiconductor~~we ~~solutions~~fail ~~are~~to ~~incorporated;~~penetrate new markets, our revenue will likely decrease over time and our financial condition could suffer.

~~the~~If ~~quality,~~customers ~~performance~~do ~~and~~not ~~reliability~~design ofour ~~the~~semiconductor solutions into their product asofferings ~~compared~~or toif ~~competing~~our ~~products~~customers’ product offerings are not commercially successful, we would have difficulty selling our semiconductor solutions and ~~technologies;~~our business would suffer.

~~effective~~We ~~marketing~~sell our semiconductor solutions both directly and indirectly through distributors to OEM/ODM customers. Our OEM/ODM customers incorporate our semiconductor solutions in their products and include our semiconductor solutions in the products they supply to their customers. Our semiconductor solutions are generally incorporated into our customers’ products at the design stage. As a result, ~~sales~~we rely on OEM/ODM customers to design our semiconductor solutions into the products they sell. Without these design wins, our business would be materially and ~~service;~~adversely affected. We often incur significant expenditures on the development of a new semiconductor solution without any guarantees that an OEM/ODM customer will select our semiconductor solution for design into its own product. Once an OEM/ODM customer designs a competitor’s semiconductor into its product offering, it becomes significantly more difficult for us to sell our semiconductor solutions to that customer because changing suppliers involves significant cost, time, effort and risk for the customer. Furthermore, even if an OEM/ODM customer designs one of our semiconductor solutions into its product offering, we cannot be assured that its product will be commercially successful and that we will receive any revenue from that customer. If our customers’ products incorporating our semiconductor solutions fail to meet the demands of their customers or otherwise fail to achieve market acceptance, our revenue and business may suffer.

In addition, we employ a dual-pronged approach to the ~~ability~~market that focuses on both operators and OEM/ODM customers in order to ~~obtain~~facilitate ~~licenses~~design wins of our products. Under this approach, we rely on key relationships with wireless operators to ~~use~~help ~~third-party~~create ~~technology~~strong endorsement of our products to ~~support~~OEM/ODM customers. If we are not able to develop and maintain our relationships with wireless operators, our sales of products to OEM/ODM customers would likely be adversely affected. Further, if we are not able to provide wireless operators with access to leading OEMs/ODMs that can deliver our solutions in volume, or if these operators choose not to work with our OEM/ODM customers, it may make it more difficult for us to achieve design wins and cause a delay in the ~~development~~deployment of our products, which may have an adverse effect on our business, financial condition and results of operations.

14If we are unable to compete effectively, we may not increase or maintain our revenue or market share.

~~Table~~Competition in the wireless semiconductor business continues to increase at a rapid pace as consumers, businesses and governments realize the market potential of ~~Contents~~wireless products and services. To remain competitive, companies must have highly trained engineering talent and make significant capital investments over long development cycles. We may not be able to compete successfully against current or potential competitors. If we do not compete successfully, our revenue and market share may decline. We face or expect to face competition from established semiconductor companies such as Altair Semiconductor (a Sony Corporation subsidiary), ASR, HiSilicon Technologies (a Huawei subsidiary), Mediatek, Qualcomm Incorporated, Samsung Electronics Co. Ltd., Unisoc (includes Spreadtrum Communications and RDA) and Sequans Communications S.A.

IfMany weof ~~fail~~our competitors have longer operating histories and customer relationships, significant legacy products and technologies, greater resources and brand recognition, more industry influence and a larger customer base than us. This may allow them to ~~introduce~~respond more quickly than us to new or emerging technologies or changes in customer requirements and to provide backward compatibility in their products ~~that~~as ~~meet~~required ~~the~~by ~~demands~~some ofoperators. In addition, these competitors may have greater credibility with our existing and potential customers. orMoreover, our ~~target~~competitors ~~markets~~may have been doing business with customers for a longer period of time and have established relationships, orwhich ifmay weprovide ~~fail~~them with information regarding future trends and requirements that may not be available to ~~penetrate~~us. ~~new~~In ~~markets~~addition, some of our ~~revenue~~larger ~~will~~competitors ~~likely~~may ~~decrease~~be ~~over~~able ~~time~~to provide greater incentives to customers through rebates, marketing funds and similar programs. Some of our ~~financial~~competitors ~~condition~~may ~~could~~also ~~suffer~~adopt aggressive or predatory pricing policies to offset what we believe are the performance and cost advantages of our solutions. Our competitors with multiple product lines may bundle their products to offer a broader product portfolio or integrate wireless functionality into other products that we do not sell, which may make it difficult for us to gain or maintain market share.

IfOur ~~customers~~ability doto ~~not~~compete ~~design~~will ~~our~~depend ~~semiconductor~~on ~~solutions~~a ~~into~~number ~~their~~of ~~product offerings or if our customers’ product offerings are not commercially successful~~factors, ~~we would have difficulty selling our semiconductor solutions and our business would suffer.~~including:

•

~~We sell~~ our ~~semiconductor~~ability ~~solutions~~to ~~both~~anticipate ~~directly~~market and ~~indirectly~~technology ~~through~~trends ~~distributors to OEM/ODM customers. Our OEM/ODM customers incorporate our semiconductor solutions in their products~~ and ~~include~~successfully ~~our~~develop ~~semiconductor solutions in the~~ products they supply to their customers. Our semiconductor solutions are generally incorporated into our customers’ products at the design stage. As a result, we rely on OEM/ODM customers to design our semiconductor solutions into the products they sell. Without these design wins, our business would be materially and adversely affected. We often incur significant expenditures on the development of a new semiconductor solution without any guarantees that an OEM/ODM customer will select our semiconductor solution for design into its own product. Once an OEM/ODM customer designs a competitor’s semiconductor into its product offering, it becomes significantly more difficult for us to sell our semiconductor solutions to that customer because changing suppliers involves significant cost, time, effort and risk for the customer. Furthermore, even if an OEM/ODM customer designs one of our semiconductor solutions into its product offering, we cannot be assured that its product will be commercially successful and that we will receive any revenue from that customer. If our customers’ products incorporating our semiconductor solutions fail to meet ~~the demands of their customers or otherwise fail to achieve~~ market ~~acceptance, our revenue and business may suffer.~~needs;

•

~~In addition, we employ a dual-pronged approach to the market that focuses on both operators and OEM/ODM customers in order to facilitate design wins of~~ our ~~products.~~success Under this approach, we rely on key relationships with wireless operators to help create strong endorsement of our products to OEM/ODM customers. If we are not able to develop and maintain our relationships with wireless operators, our sales of products to OEM/ODM customers would likely be adversely affected. Further, if we are not able to provide wireless operators with access to leading OEMs/ODMs that can deliver our solutions in ~~volume,~~identifying ~~or if these operators choose not to work with our OEM/ODM customers, it may make it more difficult for us to achieve design wins~~ and ~~cause~~penetrating anew ~~delay in the deployment of our products~~markets, ~~which~~applications ~~may have an adverse effect on our business, financial condition~~ and ~~results of operations.~~customers;

•

Ifour weability ~~are unable~~ to ~~compete~~accurately ~~effectively,~~understand wethe ~~may~~price ~~not~~points ~~increase~~and orperformance ~~maintain~~metrics ~~our~~of ~~revenue~~competing orproducts ~~market~~in ~~share.~~the marketplace;

•

~~Competition~~our ~~in the wireless semiconductor business continues to increase at a rapid pace as consumers, businesses and governments realize the market potential of wireless~~ products’ ~~and~~performance ~~services. To remain competitive, companies must have highly trained engineering talent~~ and ~~make~~cost-effectiveness ~~significant~~relative ~~capital investments over long development cycles. We may not be able~~ to ~~compete~~that ~~successfully~~of ~~against current or potential~~ competitors.’ If we do not compete successfully, our revenue and market share may decline. We face or expect to face competition from established semiconductor companies such as Altair Semiconductor (a Sony Corporation subsidiary), ASR, HiSilicon Technologies (a Huawei subsidiary), Mediatek, Qualcomm Incorporated, Samsung Electronics Co. Ltd., Unisoc (includes Spreadtrum Communications and RDA) and Sequans Communications S.A.products;

•

~~Many of~~ our ~~competitors~~ability have longer operating histories and customer relationships, significant legacy products and technologies, greater resources and brand recognition, more industry influence and a larger customer base than us. This may allow them to ~~respond~~develop ~~more quickly than us to new or emerging technologies or changes in customer requirements~~ and tomaintain provide backward compatibility in their products as required by some operators. In addition, these competitors may have greater credibility with our existing and potential customers. Moreover, our competitors may have been doing business with customers for a longer period of time and have established relationships, ~~which may provide them~~ with ~~information~~wireless ~~regarding future trends and requirements that may not be available to us. In addition~~operators, ~~some~~base ofstation ~~our~~suppliers ~~larger competitors may be able to provide greater incentives to customers through rebates, marketing funds~~ and ~~similar~~OEM/ODM programs. Some of our competitors may also adopt aggressive or predatory pricing policies to offset what we believe are the performance and cost advantages of our solutions. Our competitors with multiple product lines may bundle their products to offer a broader product portfolio or integrate wireless functionality into other products that we do not sell, which may make it difficult for us to gain or maintain market share.customers;

~~Our ability to compete will depend on a number of factors, including:~~14

~~our~~Table ~~ability~~of ~~to anticipate market and technology trends and successfully develop products that meet market needs;~~Contents

•

our ~~success~~ability into ~~identifying~~expand ~~and~~international ~~penetrating~~operations ~~new~~in ~~markets,~~a ~~applications~~timely and ~~customers~~cost-efficient manner;

•

our ability to ~~accurately~~secure ~~understand~~sufficient ~~the~~manufacturing ~~price~~capacity ~~points~~ and ~~performance~~deliver ~~metrics~~products ofin ~~competing~~large ~~products~~volume inon ~~the~~a ~~marketplace~~timely basis at competitive prices;

•

our ~~products’~~ability ~~performance~~to ~~and~~participate ~~cost-effectiveness~~in ~~relative~~or toinfluence ~~that~~the ofprocess ~~competitors’~~for ~~products~~setting wireless industry standards;

•

our ability to ~~develop~~conform ~~and~~to ~~maintain~~industry ~~relationships~~standards ~~with~~on ~~wireless~~a ~~operators~~timely basis, ~~base~~while ~~station~~developing ~~suppliers~~new and ~~OEM/ODM~~proprietary ~~customers~~technologies to offer products and features previously not available in the 4G and 5G markets;

•

our ability to ~~expand~~recruit ~~international~~design ~~operations~~and application engineers with expertise in awireless ~~timely~~broadband communications technologies and ~~cost-efficient~~sales ~~manner~~and marketing personnel; and

•

15our ability to obtain third-party licenses for supporting technologies to develop new products.

~~Table~~Our potential competitors may also establish cooperative relationships among themselves or with third parties, acquire companies that provide similar products to ours, or consolidate with other competitors. As a result, new competitors or alliances between our competitors may emerge that could acquire significant market share. In addition, future development efforts by our competitors could render our products obsolete. Any of ~~Contents~~these factors, alone or in combination with others, could harm our business and result in a loss of market share, an increase in pricing pressure or inability to achieve and sustain profitability.

~~our~~If ~~ability~~we are unable to ~~secure~~effectively ~~sufficient~~manage ~~manufacturing~~our ~~capacity~~business through periods of economic or market slow-down and ~~deliver~~any ~~products~~subsequent infuture ~~large~~growth, ~~volume~~we onmay anot ~~timely~~be ~~basis~~able atto ~~competitive~~execute ~~prices;~~our business plan and our operating results could suffer.

Our future operating results depend to a large extent on our ability to ~~participate~~successfully inmanage our business through periods of economic or ~~influence~~market ~~the~~slow-down, ~~process~~and ~~for~~periods ~~setting~~of ~~wireless~~subsequent ~~industry~~expansion ~~standards;~~and growth. To manage our growth successfully, we believe we must, among other things, effectively:

•

~~our~~recruit, ~~ability~~hire, totrain ~~conform~~and tomanage ~~industry~~additional ~~standards~~qualified onengineers afor ~~timely~~our ~~basis,~~research ~~while developing new~~ and ~~proprietary~~development ~~technologies~~activities, toespecially ~~offer~~in ~~products~~the ~~and~~positions ~~features~~of ~~previously~~design ~~not~~engineering, ~~available~~product inand ~~the~~test 4Gengineering, and 5Gapplications ~~markets~~engineering;

•

~~our~~add ~~ability~~additional tosales ~~recruit~~personnel ~~design~~ and ~~application~~expand ~~engineers with expertise in wireless broadband communications technologies and~~ sales ~~and marketing personnel~~offices; ~~and~~

•

~~our~~add ~~ability~~additional tofinance ~~obtain~~and ~~third-party~~information ~~licenses~~systems ~~for supporting technologies to develop new products.~~personnel;

•

~~Our~~implement ~~potential~~and ~~competitors~~improve may also establish cooperative relationships among themselves or with third parties, acquire companies that provide similar products to ours, or consolidate with other competitors. As a result, new competitors or alliances between our ~~competitors may emerge that could acquire significant market share. In addition~~administrative, ~~future~~financial ~~development efforts by our competitors could render our products obsolete. Any of these factors, alone or in combination with others, could harm our business~~ and ~~result~~operational ~~in a loss of market share~~systems, anprocedures ~~increase in pricing pressure or inability to achieve~~ and ~~sustain~~controls; ~~profitability.~~and

•

Ifenhance ~~we are unable to effectively manage~~ our ~~business~~information ~~through~~technology ~~periods~~support offor ~~economic~~enterprise orresource ~~market~~planning ~~slow-down~~ and ~~any~~design ~~subsequent~~engineering ~~future~~by ~~growth,~~adapting weand ~~may~~expanding ~~not~~our besystems ~~able~~and totool ~~execute~~capabilities, ~~our~~and ~~business~~properly ~~plan~~training ~~and~~new ~~our~~hires ~~operating~~as ~~results~~to ~~could~~their ~~suffer~~use.

~~Our~~Furthermore, to remain competitive and manage future ~~operating~~expansion ~~results~~and ~~depend~~growth, we must carry out extensive research and development, which requires significant capital investment. New competitors, technological advances in the semiconductor industry or by competitors, our entry into new markets, or other competitive factors may require us to invest significantly greater resources than we anticipate. If we are required to invest significantly greater resources than anticipated without a ~~large~~corresponding ~~extent~~increase onin revenue, our ~~ability~~operating toresults ~~successfully~~could ~~manage~~decline. Additionally, our ~~business~~periodic ~~through~~research ~~periods~~and development expenses may be independent of ~~economic~~our orlevel ~~market~~of ~~slow-down~~revenue, ~~and~~which ~~periods~~could ofnegatively ~~subsequent~~impact ~~expansion~~our ~~and~~financial ~~growth~~results. ToFinally, ~~manage~~there can be no guarantee that our ~~growth~~research ~~successfully,~~and wedevelopment ~~believe~~investments wewill ~~must,~~result ~~among~~in ~~other~~products ~~things,~~that ~~effectively:~~create additional revenue.

~~recruit,~~During ~~hire~~periods of economic or market slow-down, ~~train~~we ~~and~~must also effectively manage ~~additional~~our ~~qualified~~expenses ~~engineers~~to ~~for~~preserve our ability to carry out such research and development. ~~activities~~We are likely to incur product and market development costs earlier than some of the anticipated benefits, ~~especially~~and inthe return on these investments, if any, may be lower, may develop more slowly than we expect, or may not materialize at all, which could harm our operating results. For the ~~positions~~last several years, we have dedicated a large portion of ~~design~~our ~~engineering~~operating expenses to our development of 5G products, which we do not expect will result in significant product ~~and~~revenues ~~test~~before ~~engineering,~~the ~~and~~second ~~applications~~half ~~engineering;~~of 2026.

~~add~~If ~~additional~~we ~~sales~~are ~~personnel~~unable to manage our business during both periods of economic or market slow-down and ~~expand~~periods ~~sales~~of ~~offices;~~growth effectively, we may not be able to take advantage of market opportunities or develop new products, and we may fail to satisfy customer requirements, maintain product quality, execute our business plan or respond to competitive pressures, any of which could harm our operating results.

~~add~~We ~~additional~~rely ~~finance~~on a small number of customers for a significant percentage of our revenue, and ~~information~~the ~~systems~~loss ~~personnel;~~of, or a reduction in, orders from these customers could result in a substantial decline in our revenue.

~~implement~~We ~~and~~sell ~~improve~~our products to OEM/ODM customers either directly or indirectly through distributors. We depend on a small number of customers for a large percentage of our ~~administrative~~annual revenue. For the year ended December 31, ~~financial~~2025, four customers accounted for 74% of our total revenues and ~~operational~~for ~~systems~~year ended December 31, ~~procedures~~2024, ~~and~~four ~~controls;~~customers ~~and~~accounted for 73% of our total revenues.

enhance our information technology support for enterprise resource planning and design engineering by adapting and expanding our systems and tool capabilities, and properly training new hires as to their use.15

~~Furthermore,~~Table to remain competitive and manage future expansion and growth, we must carry out extensive research and development, which requires significant capital investment. New competitors, technological advances in the semiconductor industry or by competitors, our entry into new markets, or other competitive factors may require us to invest significantly greater resources than we anticipate. If we are required to invest significantly greater resources than anticipated without a corresponding increase in revenue, our operating results could decline. Additionally, our periodic research and development expenses may be independent of our level of revenue, which could negatively impact our financial results. Finally, there can be no guarantee that our research and development investments will result in products that create additional revenue. Contents

~~During~~We ~~periods~~expect ofthat ~~economic~~sales orto ~~market~~a ~~slow-down,~~limited wenumber ~~must~~of ~~also~~customers ~~effectively~~will ~~manage~~continue ~~our~~to ~~expenses~~account tofor ~~preserve~~a ~~our~~significant ~~ability~~percentage toof ~~carry~~our ~~out~~revenue ~~such~~for ~~research~~the ~~and~~foreseeable ~~development~~future. WeAdditionally, ~~are~~consolidation ~~likely~~among toOEMs ~~incur~~in ~~product~~some ~~and~~of ~~market~~our ~~development~~markets ~~costs~~could ~~earlier~~result ~~than~~in ~~some~~an ofincreased ~~the~~concentration ~~anticipated~~in ~~benefits,~~our ~~and~~sources ~~the~~of ~~return~~revenue. onIt ~~these~~is ~~investments,~~possible ifthat any, ~~may~~of beour ~~lower,~~major ~~may~~customers ~~develop~~could ~~more~~terminate ~~slowly~~its ~~than~~purchasing wearrangements ~~expect,~~with us or ~~may~~significantly ~~not~~reduce ~~materialize~~or atdelay ~~all,~~the ~~which~~amount ~~could~~of ~~harm~~ our ~~operating~~products ~~results.~~that ~~For~~it ~~the last several years~~orders, wepurchase ~~have~~products ~~dedicated~~from aour ~~large~~competitors ~~portion~~or ofdevelop ~~our~~its ~~operating~~own ~~expenses~~products tointernally. ~~our~~The ~~development~~loss of, 5Gor ~~products~~a reduction in, ~~which~~orders wefrom doany ~~not~~major ~~expect~~customer ~~will~~could ~~result~~cause a decline in ~~significant~~revenue ~~product~~and ~~revenues~~adversely ~~before~~affect ~~the~~our ~~second~~business, ~~half~~financial condition and results of ~~2025~~operations.

IfOur wecustomers ~~are~~may ~~unable~~cancel totheir ~~manage~~orders, ~~our~~change ~~business~~production ~~during~~quantities ~~both periods of economic~~ or ~~market~~delay ~~slow-down~~production, and ~~periods~~if ~~of growth effectively,~~ we ~~may~~fail ~~not be able~~ to ~~take~~forecast ~~advantage~~demand offor ~~market~~our ~~opportunities or develop new~~ products accurately, ~~and~~ we may ~~fail~~incur ~~to satisfy customer requirements, maintain~~ product ~~quality~~shortages, ~~execute~~delays ~~our~~in ~~business~~product ~~plan~~shipments or ~~respond~~excess toor ~~competitive~~insufficient ~~pressures~~product inventory, ~~any of~~ which could harm our ~~operating results~~business.

We ~~rely~~do not have firm, long-term purchase commitments from our customers. Substantially all of our sales are made on a ~~small~~purchase order basis, and in most cases, our customers are not contractually committed to buy any quantity of products from us beyond firm purchase orders. Additionally, customers may cancel, change or delay purchase orders already in place under certain conditions. Because production lead times often exceed the amount of time required to fulfill orders, we often must manufacture in advance of orders, relying on an imperfect demand forecast to project volumes and product mix. Our ability to accurately forecast demand can be harmed by a number of factors, including inaccurate forecasting by our customers, changes in market conditions, changes in our product order mix and demand for our customers’ products. Even after an order is received, our customers may cancel these orders or request a ~~significant~~decrease ~~percentage~~in production quantities if certain lead times are respected. Any such cancellation or decrease subjects us to a number of risks, most notably, that our projected sales will not materialize on schedule or at all, leading to unanticipated revenue shortfalls and excess or obsolete inventory, which we may be unable to sell to other customers. Alternatively, if we are unable to project customer requirements accurately, we may not manufacture enough semiconductor solutions, which could lead to delays in product shipments and lost sales opportunities in the ~~loss~~near ofterm, oras awell ~~reduction~~as inforce our customers to identify alternative sources, ~~orders~~which ~~from~~could affect our ongoing relationships with these customers. ~~could~~We ~~result~~have in athe ~~substantial~~past ~~decline~~had customers significantly increase their requested production quantities with little or no advance notice. If we do not fulfill customer demands in a timely manner, our ~~revenue~~customers may cancel their orders, and we may be subject to customer claims for cost of replacement. Underestimating or overestimating demand would lead to insufficient, excess or obsolete inventory and could harm our operating results, cash flow and financial condition, as well as our relationships with our customers and our reputation in the marketplace.

We ~~sell~~may ~~our~~fail ~~products~~ to ~~OEM/ODM~~forecast ~~customers~~customer ~~either~~demand ~~directly or indirectly through distributors. We depend on a small number of customers~~ for ~~a large percentage of~~ our ~~annual~~products ~~revenue. For the year ended December 31~~accurately, ~~2024,~~which ~~four~~may ~~customers~~result ~~accounted~~in ~~for~~product ~~74% of our total revenues and for year ended December 31~~shortages, ~~2023,~~delays ~~two~~in ~~customers~~product ~~accounted~~shipments ~~for~~or ~~38%~~excess ofor ~~our~~insufficient ~~total~~product ~~revenues~~inventory.

WeAll ~~expect~~of ~~that~~our sales toare made on a ~~limited~~purchase ~~number~~order ofbasis which permit our customers ~~will~~to ~~continue~~cancel, change or delay product purchase commitments with little or no notice to ~~account~~us ~~for~~and without penalty. Because production lead times often exceed the amount of time required to fulfill orders, we often must manufacture in advance of orders, relying on a ~~significant~~demand ~~percentage~~forecast to project volumes and product mix. Our ability to accurately forecast demand can be adversely affected by a number of factors, including inaccurate forecasting by our ~~revenue~~customers, changes in market conditions, adverse changes in our product order mix and demand for ~~the~~our ~~foreseeable~~customers’ ~~future~~products. ~~Additionally~~Even after an order is received, ~~consolidation~~our ~~among~~customers ~~OEMs~~may incancel ~~some~~or reduce these orders, or require us to reduce the prices of our ~~markets~~product. ~~could~~In ~~result~~addition, ina ancustomer ~~increased~~may ~~concentration~~delay inan order for our products even after it has been placed. These cancellations, reductions, or price changes may subject us to a number of risks, including the following:

•

16our projected sales will not materialize on schedule or at all;

•

~~Table~~unanticipated ofreduction ~~Contents~~in revenue and net profit; and

•

~~sources~~increase ofin ~~revenue.~~excess ~~It is possible that any of our major customers could terminate its purchasing arrangements with us~~ or ~~significantly~~obsolete ~~reduce~~inventory orwhich ~~delay~~we ~~the~~may ~~amount~~be ofunable ~~our~~to ~~products~~sell ~~that~~to itother ~~orders, purchase products from our competitors or develop its own products internally~~customers. ~~The loss of, or a reduction in, orders from any major customer could cause a decline in revenue and adversely affect our business, financial condition and results of operations.~~

~~Our~~Alternatively, ~~customers~~if ~~may~~we ~~cancel~~are ~~their~~unable ~~orders~~to project customer requirements accurately, ~~change~~we ~~production~~may ~~quantities~~not ormanufacture ~~delay~~sufficient ~~production~~semiconductor solutions, which could lead to delays in product shipments and iflost wesales ~~fail~~opportunities in the near term, as well as force our customers to ~~forecast~~identify ~~demand~~alternative ~~for~~sources, which could affect our ~~products~~ongoing ~~accurately~~relationships with these customers. In the past, we have experienced customers significantly increasing their orders with little or no advance notice. If we do not fulfill customer demands in a timely manner, our customers may ~~incur~~cancel ~~product~~their ~~shortages~~orders, ~~delays~~or may decide not to order from us in ~~product~~the ~~shipments~~future. orIn ~~excess~~addition, we may be subject to customer claims for cost of replacement. Either underestimating or overestimating demand could lead to insufficient, ~~product~~excess or obsolete inventory, which could harm our business, financial condition, results of operations, as well as our customer relationships.

We do not have ~~firm,~~ long-term ~~purchase~~capacity ~~commitments~~agreements ~~from~~with our ~~customers.~~foundries ~~Substantially all of our sales are made on a purchase order basis,~~ and inthey ~~most~~may ~~cases, our customers are~~ not ~~contractually~~allocate ~~committed~~sufficient capacity to ~~buy~~allow ~~any quantity of products from~~ us beyond firm purchase orders. Additionally, customers may cancel, change or delay purchase orders already in place under certain conditions. Because production lead times often exceed the amount of time required to ~~fulfill~~meet ~~orders,~~future wedemands often must manufacture in advance of orders, relying on an imperfect demand forecast to project volumes and product mix. Our ability to accurately forecast demand can be harmed by a number of factors, including inaccurate forecasting by our customers, changes in market conditions, changes in our product order mix and demand for our ~~customers’~~ products~~. Even after an order is received~~, our customers may cancel these orders or request a decrease in production quantities if certain lead times are respected. Any such cancellation or decrease subjects us to a number of risks, most notably, that our projected sales will not materialize on schedule or at all, leading to unanticipated revenue shortfalls and ~~excess~~there oris obsolete inventory, which we may be unable to sell to other customers. Alternatively, if we are unable to project customer requirements accurately, we may not manufacture enough semiconductor solutions, which could lead to delays in product shipments and lost sales opportunities in the near term, as well as force our customers to identify alternative sources, which could affect our ongoing relationships with these customers. We have in the past had customers significantly increase their requested production quantities with little or no ~~advance~~guarantee ~~notice.~~that If we dowill ~~not fulfill customer demands in a timely manner, our customers may cancel their orders, and we may~~ be ~~subject~~able to ~~customer~~secure ~~claims~~capacity ~~for~~agreements cost of replacement. Underestimating or overestimating demand would lead to insufficient, excess or obsolete inventory and could harm our operating results, cash flow and financial condition, as well as our relationships with our customers and our reputation in the ~~marketplace~~future.

We ~~may~~currently ~~fail~~do not have long-term capacity agreements with our main foundries, UMC and Samsung, primarily because historically we have placed only a limited quantity of orders. Accordingly, our foundries are not obligated to ~~forecast~~perform ~~customer~~services ~~demand~~or supply wafers to us for ~~our~~any ~~products~~specific ~~accurately~~period, ~~which~~in any specific quantities, or at any specific price, except as may ~~result~~be provided in ~~product~~a ~~shortages,~~particular ~~delays~~purchase order. Foundry capacity allocated to us has in ~~product~~the ~~shipments~~past orbeen ~~excess~~reduced ordue ~~insufficient~~to ~~product~~strong ~~inventory~~demand by other foundry customers. The ability of our

All of our sales are made on a purchase order basis which permit our customers to cancel, change or delay product purchase commitments with little or no notice to us and without penalty. Because production lead times often exceed the amount of time required to fulfill orders, we often must manufacture in advance of orders, relying on a demand forecast to project volumes and product mix. Our ability to accurately forecast demand can be adversely affected by a number of factors, including inaccurate forecasting by our customers, changes in market conditions, adverse changes in our product order mix and demand for our customers’ products. Even after an order is received, our customers may cancel or reduce these orders, or require us to reduce the prices of our product. In addition, a customer may delay an order for our products even after it has been placed. These cancellations, reductions, or price changes may subject us to a number of risks, including the following:16

~~our~~Table ~~projected~~of ~~sales will not materialize on schedule or at all;~~Contents

~~unanticipated~~foundry ~~reduction~~vendors into ~~revenue~~provide us with semiconductor products is limited by available capacity and ~~net~~existing ~~profit;~~obligations. Because none of our third-party foundries has provided contractual assurances to us that ensure adequate capacity will be available to us to meet future demand for our products, foundry capacity may not be available when we need it or at reasonable prices. The foundries may allocate capacity to the production of other companies’ products while reducing deliveries to us on short notice or without notice. In particular, our foundries may reallocate capacity to other customers that are larger and better financed than us or that have long-term agreements with our foundry during a period of high demand. In addition, we expect that we may need to secure additional capacity from our foundries in the immediate future to support increasing demand for our products, and there is no guarantee that we will be able to secure this increased capacity to meet our needs.

~~increase~~As we continue to grow our business, we intend to negotiate long-term supply agreements with our main foundries in ~~excess~~order orto ~~obsolete~~secure ~~inventory~~capacity ~~which~~commitments. There can be no assurance that we ~~may~~will be ~~unable~~able to ~~sell~~negotiate these agreements successfully or in a timely fashion, or that any agreements we enter into will provide us with favorable pricing or sufficient capacity to ~~other~~meet ~~customers~~our customer demand. Our failure to secure suitable long-term capacity agreements with our foundries may limit our ability to expand our market and may have an adverse effect on our business, financial condition and results of operations.

~~Alternatively,~~Any ifincrease ~~we are unable to project customer requirements accurately, we may not manufacture sufficient semiconductor solutions, which could lead to delays~~ in ~~product shipments and lost sales opportunities in~~ the ~~near~~manufacturing term, as well as force our customers to identify alternative sources, which could affect our ongoing relationships with these customers. In the past, we have experienced customers significantly increasing their orders with little or no advance notice. If we do not fulfill customer demands in a timely manner, our customers may cancel their orders, or may decide not to order from us in the future. In addition, we may be subject to customer claims for cost of ~~replacement.~~our ~~Either~~products ~~underestimating or overestimating demand~~ could ~~lead~~reduce ~~to insufficient, excess or obsolete inventory, which could harm~~ our ~~business,~~gross ~~financial~~margins ~~condition,~~and ~~results~~operating ~~of operations, as well as our customer relationships~~profit.

WeThe semiconductor business experiences ongoing competitive pricing pressure from customers and competitors. Accordingly, any increase in the cost of our products, whether by adverse changes in purchase price or adverse manufacturing cost, will reduce our gross margins and operating profit. In general, we do not have long-term ~~capacity~~supply agreements with our ~~foundries~~foundry, test, assembly and ~~they~~other vendors other than a framework agreement with UMC. As a result, we typically negotiate pricing on a purchase order basis. Therefore, we may not ~~allocate~~be ~~sufficient~~able ~~capacity~~ to ~~allow~~obtain usprice toreductions ~~meet~~or anticipate or prevent future ~~demands~~price ~~for~~increases from our ~~products,~~suppliers. ~~and~~There ~~there~~ is no ~~guarantee~~assurance that weour manufacturing suppliers will be able to ~~secure~~deliver ~~capacity~~raw ~~agreements~~materials, goods and services to us at reasonable prices and the required volume. These and other related factors could impair our ability to meet our customers’ needs and have an adverse effect on our operating results, including our ability to reduce net loss and achieve profitability. See “Risk Related to Our Finances- We have a history of losses, and we may not achieve or sustain profitability in the future, on a quarterly or annual basis.”

WeIf ~~currently do not have long-term capacity agreements with~~ our ~~main~~foundry ~~foundries,~~vendors ~~UMC~~do ~~and Samsung, primarily because historically we have placed only a limited quantity of orders. Accordingly, our foundries are~~ not ~~obligated~~achieve tosatisfactory ~~perform~~yields ~~services~~ or ~~supply wafers to us for any specific period~~quality, inour ~~any specific quantities~~reputation, orcustomer atrelationships any specific price, except as may be provided in a particular purchase order. Foundry capacity allocated to us has in the past been reduced due to strong demand by other foundry customers. The ability of our foundry vendors to provide us with semiconductor products is limited by available capacity and ~~existing~~financial ~~obligations.~~performance ~~Because~~could ~~none of our third-party foundries has provided contractual assurances to us that ensure adequate capacity will~~ be ~~available to us to meet future~~ harmed.

17The fabrication of chipsets is a complex and technically demanding process. Minor deviations in the manufacturing process can cause substantial decreases in yields, and in some cases, cause production to be suspended. Our foundry vendor could, from time to time, experience manufacturing defects and reduced manufacturing yields. Changes in manufacturing processes or the inadvertent use of defective or contaminated materials by our foundry vendor could result in lower than anticipated manufacturing yields or unacceptable performance. Many of these problems are difficult to detect at an early stage of the manufacturing process and may be time consuming and expensive to correct. Poor yields from our foundry vendor, or defects, integration issues or other performance problems in our products could cause us significant customer relations and business reputation problems, harm our financial results and result in financial or other damages to our customers. Our customers could also seek damages from us for their losses. A product liability claim brought against us, even if unsuccessful, would likely be time consuming and costly to defend.

~~Table~~Our semiconductor solutions are manufactured at a limited number of ~~Contents~~locations. If we experience manufacturing problems at a particular location, we would be required to transfer manufacturing to a backup location or supplier. Converting or transferring manufacturing from a primary location or supplier to a backup fabrication facility could be expensive and may not be completed for an extended period of time. During such a transition, we would be required to meet customer demand from our then-existing inventory, as well as any partially finished goods that can be modified to the required product specifications. We do not seek to maintain sufficient inventory to address a lengthy transition period because we believe it is not economical to keep more than minimal inventory on hand. As a result, we may not be able to meet customer needs during a transition, which could delay shipments, cause a production delay or stoppage for our customers, result in a decline in our sales and damage our customer relationships. In addition, a significant portion of our sales are to customers that practice just-in-time order management from their suppliers which gives us a very limited amount of time to process and complete these orders. As a result, delays in our production or shipping by the parties to whom we outsource these functions could reduce our sales, damage our customer relationships and our reputation in the marketplace, any of which could harm our business, results of operations and financial condition.

~~demand~~We ~~for our products, foundry capacity~~ may ~~not~~experience bedifficulties ~~available~~in ~~when~~transitioning ~~we need it or at reasonable prices. The foundries may allocate capacity~~ to ~~the~~new ~~production~~wafer offabrication ~~other~~process ~~companies’~~technologies ~~products while reducing deliveries to us on short~~ or ~~without~~in ~~notice.~~achieving Inhigher ~~particular,~~levels ~~our foundries may reallocate capacity to other customers that are larger and better financed than us or that have long-term agreements with our foundry during a period~~ of ~~high~~design ~~demand. In addition~~integration, wewhich ~~expect that we~~ may ~~need~~result ~~to secure additional capacity from our foundries~~ in ~~the~~reduced ~~immediate~~manufacturing ~~future to support increasing demand for our products~~yields, ~~and~~delays ~~there~~in isproduct nodeliveries ~~guarantee~~or ~~that we will be able to secure this~~ increased ~~capacity to meet our needs~~costs.

AsWe wecurrently ~~continue~~use tostandard ~~grow our business~~110-nanometer, we40-nanometer ~~intend~~and to28-nanometer ~~negotiate~~standard ~~long~~RF, mixed-~~term~~signal ~~supply~~and ~~agreements~~digital ~~with~~CMOS ~~our~~production ~~main~~processes. ~~foundries~~We inare ~~order~~also todeveloping ~~secure~~our ~~capacity~~next ~~commitment.~~generation ~~There~~of ~~can~~products beusing no8-nanometer ~~assurance~~process ~~that~~technology. weTo ~~will~~remain becompetitive, ~~able~~we expect to ~~negotiate~~continue ~~these~~to ~~agreements~~transition ~~successfully~~our orsemiconductor inproducts ato ~~timely~~progressively ~~fashion,~~smaller orgeometries ~~that~~and ~~any~~to ~~agreements~~achieve wehigher ~~enter~~levels ~~into~~of ~~will~~design ~~provide~~integration. usThese ~~with~~ongoing ~~favorable~~efforts ~~pricing~~require orus ~~sufficient~~from ~~capacity~~time to ~~meet~~time ~~our customer demand. Our failure~~ to ~~secure~~modify ~~suitable~~the ~~long-term~~manufacturing ~~capacity~~processes ~~agreements~~for ~~with~~ our ~~foundries~~products ~~may~~and ~~limit~~to ~~our~~redesign ~~ability~~some toproducts, ~~expand~~which ~~our~~in ~~market~~turn ~~and~~ may ~~have~~result anin ~~adverse~~delays ~~effect~~in onproduct ~~our~~deliveries. ~~business,~~We ~~financial~~periodically ~~condition~~evaluate ~~and~~the ~~results~~benefits of ~~operations.~~migrating to new

~~Any increase in the manufacturing cost of our products could reduce our gross margins and operating profit.~~17

~~The~~Table ~~semiconductor business experiences ongoing competitive pricing pressure from customers and competitors. Accordingly, any increase in the cost~~ of our products, whether by adverse changes in purchase price or adverse manufacturing cost, will reduce our gross margins and operating profit. In general, we do not have long-term supply agreements with our foundry, test, assembly and other vendors other than a framework agreement with UMC. As a result, we typically negotiate pricing on a purchase order basis. Therefore, we may not be able to obtain price reductions or anticipate or prevent future price increases from our suppliers. There is no assurance that our manufacturing suppliers will be able to deliver raw materials, goods and services to us at reasonable prices and the required volume. These and other related factors could impair our ability to meet our customers’ needs and have an adverse effect on our operating results.Contents

Ifprocess technologies to reduce cost and improve performance. We may face difficulties, delays and increased expenses as we transition our ~~foundry~~products ~~vendors~~to donew processes and potentially to new foundries. We depend on our relationships with our existing wafer foundries to transition to new processes successfully. There is no assurance that these foundries will be able to effectively manage the transition or that we will be able to maintain our relationship with them or develop relationships with new foundries. In addition, as new processes become more prevalent, we expect to continue to integrate greater levels of functionality, as well as end customer and third-party intellectual property, into our products. However, we may not be able to achieve ~~satisfactory~~higher ~~yields~~levels of design integration or ~~quality,~~deliver new integrated products on a timely basis. If we or our ~~reputation~~wafer foundries experience significant delays in transitioning to smaller geometries or fail to efficiently implement transitions and new processes, ~~customer~~we could experience reduced manufacturing yields, delays in product deliveries and increased costs, any or all of which could harm our relationships with our customers, and our business, financial ~~performance~~condition ~~could~~and beoperating ~~harmed~~results.

The ~~fabrication~~complexity of chipsets is a complex and technically demanding process. Minor deviations in the manufacturing process can cause substantial decreases in yields, and in some cases, cause production to be suspended. Our foundry vendor could, from time to time, experience manufacturing defects and reduced manufacturing yields. Changes in manufacturing processes or the inadvertent use of defective or contaminated materials by our ~~foundry~~semiconductor ~~vendor~~solutions could result in ~~lower~~unforeseen ~~than~~delays ~~anticipated manufacturing yields~~ or ~~unacceptable~~expenses ~~performance. Many of these problems are difficult to detect at an early stage of the manufacturing process and may be time consuming and expensive to correct. Poor yields~~ from ~~our~~undetected ~~foundry vendor, or~~ defects, ~~integration~~errors ~~issues~~ or ~~other~~bugs ~~performance problems~~ in ~~our~~hardware ~~products~~or ~~could cause us significant customer relations and business reputation problems~~software, ~~harm~~which ~~our financial results and result in financial or other damages to our customers. Our customers~~ could ~~also~~reduce ~~seek~~the ~~damages~~market ~~from~~acceptance us for ~~their~~our ~~losses.~~new Asemiconductor ~~product liability claim brought against us, even if unsuccessful, would likely be time consuming and costly to defend~~solutions.

~~Our~~Highly complex semiconductor solutions, ~~are~~such ~~manufactured~~as atours, afrequently ~~limited~~contain ~~number~~defects, oferrors ~~locations.~~and Ifbugs wewhen ~~experience~~they ~~manufacturing~~are ~~problems~~first atintroduced aor ~~particular~~as ~~location,~~new weversions ~~would~~are bereleased. ~~required~~We tohave ~~transfer~~in ~~manufacturing~~the topast aand ~~backup~~may ~~location~~in orthe ~~supplier.~~future ~~Converting~~experience orthese ~~transferring~~defects, ~~manufacturing~~errors ~~from~~and abugs. ~~primary~~If ~~location~~any orof ~~supplier~~our tosemiconductor asolutions ~~backup~~have ~~fabrication~~reliability, ~~facility~~quality, ~~could~~or becompatibility ~~expensive~~problems, ~~and~~we may not be ~~completed~~able ~~for~~to ansuccessfully ~~extended~~correct ~~period~~these ofproblems ~~time.~~in ~~During such~~ a ~~transition,~~timely wemanner ~~would~~or beat ~~required~~all. toIn ~~meet customer demand from our then-existing inventory~~addition, asif ~~well as~~ any ~~partially~~of ~~finished~~our ~~goods~~proprietary ~~that~~features ~~can~~contain bedefects, ~~modified~~errors toor ~~the~~bugs ~~required~~when ~~product~~first ~~specifications.~~introduced Weor doas ~~not~~new ~~seek~~versions toare ~~maintain~~released, ~~sufficient inventory to address a lengthy transition period because~~ we ~~believe~~may itbe isunable ~~not economical~~ to ~~keep~~correct ~~more~~these ~~than~~problems. ~~minimal~~Consequently, ~~inventory~~our onreputation ~~hand.~~may Asbe adamaged ~~result,~~and wecustomers may ~~not~~ be ~~able~~reluctant to ~~meet~~buy ~~customer~~our ~~needs~~semiconductor ~~during a transition~~solutions, which could ~~delay~~harm ~~shipments,~~our ~~cause~~ability ato ~~production~~retain ~~delay~~existing orcustomers ~~stoppage~~and ~~for~~attract ~~our~~new customers, ~~result~~as inwell aas ~~decline in~~ our ~~sales~~financial ~~and damage our customer relationships~~results. In addition, athese ~~significant~~defects, ~~portion~~errors ofor ~~our~~bugs ~~sales~~could ~~are~~interrupt toor ~~customers~~delay ~~that~~sales ~~practice~~to ~~just-in-time~~our ~~order~~customers. ~~management~~If ~~from~~any ~~their~~of ~~suppliers~~these ~~which~~problems ~~gives~~are usnot afound ~~very~~until ~~limited~~after ~~amount~~we ofhave ~~time~~commenced tocommercial ~~process~~production ~~and~~of ~~complete~~a ~~these~~new ~~orders.~~semiconductor ~~As a result~~solution, ~~delays~~we inmay ~~our~~be ~~production~~required ~~or shipping by the parties~~ to ~~whom~~incur weadditional ~~outsource~~development ~~these~~costs ~~functions~~and ~~could~~product ~~reduce~~recalls, ~~our~~repairs ~~sales,~~or ~~damage~~replacement ~~our~~costs. ~~customer~~These ~~relationships~~problems ~~and~~may ~~our~~also ~~reputation~~result in ~~the~~claims ~~marketplace,~~against ~~any~~us ofby ~~which could harm~~ our ~~business,~~customers ~~results~~or ~~of operations and financial condition~~others.

WeOur business may ~~experience~~be ~~difficulties~~impacted inby ~~transitioning~~political toevents, ~~new~~war, ~~wafer~~terrorism, ~~fabrication~~business ~~process~~interruptions ~~technologies~~and orother ingeopolitical ~~achieving~~events ~~higher~~and ~~levels~~uncertainties ofbeyond ~~design~~our ~~integration~~control, ~~which~~including ~~may~~the ~~result~~Russian-Ukraine inand ~~reduced~~conflicts ~~manufacturing yields, delays~~ in ~~product~~the ~~deliveries~~Middle ~~or increased costs~~East.

~~We currently use standard 110-nanometer~~War, ~~40-nanometer and 28-nanometer standard RF~~terrorism, ~~mixed-signal~~geopolitical uncertainties and ~~digital~~other ~~CMOS~~business ~~production~~interruptions ~~processes.~~could Wecause ~~are~~damage ~~also~~to, ~~developing~~disrupt ~~our~~or ~~next~~cancel ~~generation~~sales of ~~products using 8-nanometer process technology. To remain competitive, we expect to continue to transition~~ our ~~semiconductor~~ products ~~to progressively smaller geometries~~ and toservices ~~achieve~~on ~~higher~~a ~~levels~~global ofor ~~design~~regional ~~integration.~~basis, ~~These~~which ~~ongoing~~could ~~efforts~~have ~~require~~a usmaterial ~~from~~adverse ~~time~~effect toon ~~time to modify the manufacturing processes for~~ our ~~products~~business ~~and~~or tovendors ~~redesign~~with ~~some products,~~ which inwe ~~turn~~do ~~may result in delays in product deliveries~~business. WeSuch ~~periodically~~events ~~evaluate~~could ~~the~~also ~~benefits~~make ofit ~~migrating~~difficult toor ~~new~~impossible ~~process~~for ~~technologies~~us to ~~reduce~~deliver ~~cost~~products and ~~improve~~services ~~performance.~~to Weour ~~may face difficulties~~customers, ~~delays~~or ~~and~~to ~~increased~~advance ~~expenses~~our asproduct wedevelopment ~~transition~~efforts. ~~our~~In ~~products~~addition, toterritorial ~~new~~invasions ~~processes~~can ~~and~~lead ~~potentially~~ to ~~new~~cybersecurity ~~foundries.~~attacks ~~We depend~~ on ~~our~~technology ~~relationships~~companies, ~~with~~such ~~our~~as ~~existing~~ours, ~~wafer~~located ~~foundries~~far tooutside ~~transition~~of tothe ~~new~~conflict ~~processes successfully~~zone. ~~There~~In isthe noevent ~~assurance~~of ~~that~~prolonged ~~these~~business ~~foundries~~interruptions ~~will~~due ~~be able~~ to ~~effectively~~geopolitical ~~manage~~events, ~~the transition or that~~ we ~~will~~could beincur ~~able~~significant tolosses, ~~maintain~~require ~~our~~substantial ~~relationship~~recovery ~~with~~time ~~them~~and orexperience ~~develop~~significant ~~relationships~~expenditures ~~with~~in ~~new~~order ~~foundries.~~to Inresume ~~addition,~~our asbusiness ~~new processes~~ operations.

18We do not and cannot know if the current uncertainties in these geopolitical areas, which are unfolding in real-time, may escalate and result in broad economic and security conditions, which could result in material implications for our business. In addition, our insurance policies typically contain a war exclusion of some description and we do not know how our insurers are likely to respond in the event of a loss alleged to have been caused by geopolitical uncertainties.

~~become~~We ~~more~~have ~~prevalent,~~a wehistory ~~expect to continue to integrate greater levels~~ of ~~functionality~~losses, ~~as well as end customer~~ and ~~third-party intellectual property, into our products. However,~~ we may not ~~be able to~~ achieve ~~higher levels of design integration~~ or ~~deliver~~sustain ~~new~~profitability ~~integrated products on a timely basis. If we or our wafer foundries experience significant delays~~ in ~~transitioning~~the ~~to smaller geometries or fail to efficiently implement transitions and new processes~~future, weon ~~could~~a ~~experience~~quarterly ~~reduced manufacturing yields, delays in product deliveries and increased costs, any~~ or ~~all~~annual ~~of which could harm our relationships with our customers, and our business, financial condition and operating results~~basis.

~~The~~We ~~complexity~~began operations in 1998 and have incurred losses on an annual basis since inception. We have incurred and will continue to incur significant operating losses. For the years ended December 31, 2025 and 2024, we had a net loss of ~~our~~$43.4 ~~semiconductor~~million ~~solutions~~and ~~could~~$12.4 ~~result~~million, respectively, and used cash in ~~unforeseen~~operating ~~delays~~activities orof ~~expenses~~$30.7 ~~from~~million ~~undetected~~and ~~defects~~$31.0 million, ~~errors~~respectively. orWe ~~bugs~~had short-term debt in ~~hardware~~the oramount ~~software~~of $56.6 million and $37.6 million, including borrowings as of December 31, 2025 and 2024, respectively. As of December 31, 2025 and 2024, we had an accumulated deficit of $605.4 million and $562.0 million, respectively and negative working capital of approximately $67.7 million and $43.3 million. We expect to incur significant expenses related to the research and development of our products and expansion of our business. Furthermore, the rapidly evolving wireless communications markets in which we sell our products, as well as other factors, make it difficult for us to forecast quarterly and annual revenue accurately. As a result, we could ~~reduce~~experience ~~the~~cash ~~market~~flow ~~acceptance~~management problems, unexpected fluctuations in our results of operations and other difficulties, any of which would make it difficult for us to meet our ~~new~~debt ~~semiconductor~~obligations ~~solutions~~and achieve and maintain profitability.

~~Highly~~Our ~~complex~~consolidated ~~semiconductor~~financial ~~solutions,~~statements ~~such~~do asnot ~~ours,~~include ~~frequently~~any ~~contain~~adjustments ~~defects,~~to ~~errors~~reflect ~~and~~the ~~bugs~~possible ~~when~~future ~~they~~effects ~~are~~on ~~first introduced or as new versions are released. We have in~~ the ~~past~~recoverability and ~~may~~classification inof ~~the~~assets ~~future~~or ~~experience~~the ~~these~~amounts ~~defects, errors~~ and ~~bugs.~~classification ~~If any~~ of ~~our~~liabilities ~~semiconductor~~that ~~solutions~~might ~~have~~be ~~reliability,~~necessary ~~quality,~~if ~~or compatibility problems,~~ we ~~may~~are ~~not~~unable ~~be able~~ to ~~successfully~~obtain ~~correct~~adequate ~~these~~financing ~~problems~~ in athe ~~timely manner or at all~~future. ~~In addition~~Accordingly, if ~~any~~we ofdo ~~our~~not ~~proprietary~~generate ~~features~~a ~~contain~~sufficient ~~defects,~~level ~~errors~~of orrevenue ~~bugs when first introduced~~ or asbecome ~~new versions are released~~profitable, we ~~may~~will be ~~unable~~required to ~~correct~~seek ~~these~~other ~~problems.~~sources ~~Consequently~~of funding, ~~our~~such ~~reputation~~as ~~may~~issuance beof ~~damaged~~equity ~~and~~or ~~customers~~debt ~~may~~securities ~~be reluctant~~ to ~~buy~~raise ~~our~~capital. ~~semiconductor~~Any ~~solutions,~~such ~~which~~financings ~~could~~may ~~harm~~not ~~our~~be ~~ability~~accessible toon ~~retain~~acceptable ~~existing customers and attract new customers~~terms, asif ~~well~~at ~~as our financial results~~all. InThe ~~addition,~~failure ~~these~~to ~~defects,~~raise ~~errors~~additional orcapital ~~bugs could interrupt~~ or ~~delay~~otherwise ~~sales~~obtain tofunding for our ~~customers.~~operation Ifwill ~~any of these problems are not found until after we~~ have ~~commenced~~a ~~commercial~~material ~~production~~adverse ofeffect aon ~~new~~our ~~semiconductor solution~~business, weresults ~~may~~of beoperations ~~required to incur additional development costs~~ and ~~product~~financial ~~recalls, repairs or replacement costs~~position. ~~These~~In ~~problems~~addition, ~~may~~given ~~also~~our ~~result~~current inavailable ~~claims~~cash ~~against~~and usthe byneed ~~our~~to ~~customers~~secure ~~or others.~~

~~War,~~Table ~~terrorism, geopolitical uncertainties and other business interruptions could cause damage to, disrupt or cancel sales~~ of our products and services on a global or regional basis, which could have a material adverse effect on our business or vendors with which we do business. Such events could also make it difficult or impossible for us to deliver products and services to our customers, or to advance our product development efforts. In addition, territorial invasions can lead to cybersecurity attacks on technology companies, such as ours, located far outside of the conflict zone. In the event of prolonged business interruptions due to geopolitical events, we could incur significant losses, require substantial recovery time and experience significant expenditures in order to resume our business operations.Contents

Weadditional dofunding, ~~not and cannot know if~~ the ~~current~~report ~~uncertainties~~of inour ~~these~~independent ~~geopolitical~~registered ~~areas,~~accounting ~~which~~firm ~~are~~included ~~unfolding~~ in ~~real-time,~~this ~~may~~Form ~~escalate~~10-K ~~and~~contains ~~result~~a inparagraph ~~broad~~expressing ~~economic~~substantial ~~and~~doubt ~~security~~as ~~conditions,~~to ~~which~~our ~~could~~ability ~~result~~to incontinue ~~material~~as ~~implications~~a ~~for~~going ~~our business~~concern. InIf ~~addition,~~we ~~our~~are ~~insurance~~unable ~~policies~~to ~~typically~~continue ~~contain~~as a ~~war~~going ~~exclusion~~concern, ofour ~~some~~stockholders ~~description~~may ~~and~~lose wesome door ~~not~~all ~~know~~of ~~how~~their ~~our~~investment ~~insurers are likely to respond~~ in the ~~event of a loss alleged to have been caused by geopolitical uncertainties~~Company.

~~Risks~~We ~~Related~~have tosignificant ongoing capital requirements that could have a material effect on our ~~Finances~~business and financial condition if we are unable to generate sufficient cash from operations or unable to raise capital on favorable terms.

WeOur business requires significant capital investment to carry out extensive research and development in order to remain competitive. At the same time, demand for our products is highly variable and there have abeen ~~history~~downturns. ofIf ~~losses~~our cash on hand, net proceeds from financing activities and cash generated from operations are not sufficient to fund our operations and capital requirements, we may ~~not~~be ~~achieve~~required to limit our growth, or ~~sustain~~enter ~~profitability~~into financing arrangements at unfavorable terms, any of which could harm our business and financial condition. We expect capital outlays and operating expenditures to increase over the next several years as we expand our operations and product development activities. We may be unable to raise additional capital on favorable terms, if at all, which would harm our ability to fund our operations and may force us to cease operations. We regularly consider fund raising opportunities and may decide, from time to time, to raise capital based on various factors, including market conditions and our plans of operation. We may experience difficulties in accessing the ~~future~~capital markets due to external factors beyond our control, such as volatility in the equity markets, the trading price and volume of our stock and general economic and market conditions both in the United States and abroad. We have utilized, and may continue to utilize, equity financing transactions, including at-the-market offerings and registered direct offerings, to raise capital. While these financing alternatives provide us with additional flexibility, our ability to raise capital through such transactions depends on amarket ~~quarterly~~conditions, investor demand, and the trading price and liquidity of our common stock, and such transactions may result in significant dilution to existing stockholders. In addition, we rely substantially on investors, banks, lenders and partners in South Korea to provide loans and fundings for our operations, and our ability to secure such funding may be affected by the economic, banking and capital market conditions and trends in South Korea. While we have entered into equity financing arrangements, including an equity line of credit and other equity offering structures, our ability to raise capital under these arrangements may be constrained by trading volume, price volatility, contractual limitations, or ~~annual~~market ~~basis~~conditions. Additionally, we anticipate that strategic alliances and partnerships will be an important source of revenue and possible financing for us going forward. If we are unable to develop alliances with or otherwise attract investment from strategic partners, or if strategic partners are not willing to enter into transactions with us on favorable terms, our business and financial condition could be harmed.

WeOur ~~began~~indebtedness operations in 1998 and have incurred losses on an annual basis since inception. We have incurred and will continue to incur significant operating losses. For the years ended December 31, 2024 and 2023, we had a net loss of $12.4 million and $22.5 million, respectively, and used cash in operating activities of $31.0 million and $8.8 million, respectively. We had short-term debt in the amount of $37.6 million and $72.3 million, including convertible promissory notes and borrowings as of December 31, 2024 and 2023, respectively. As of December 31, 2024 and 2023, we had an accumulated deficit of $562.0 million and $549.7 million, respectively and negative working capital of approximately $43.3 million and $101.8 million. We expect to incur significant expenses related to the research and development of our products and expansion of our business. Furthermore, the rapidly evolving wireless communications markets in which we sell our products, as well as other factors, make it difficult for us to forecast quarterly and annual revenue accurately. As a result, we could ~~experience~~adversely ~~cash~~affect ~~flow management problems, unexpected fluctuations in~~ our ~~results of~~ operations ~~and other difficulties~~, ~~any~~including ofour ~~which~~ability ~~would make it difficult for us~~ to ~~meet~~perform our ~~debt~~ obligations and ~~achieve~~fund ~~and~~working ~~maintain profitability~~capital.

~~Our~~As ~~consolidated financial statements do not include any adjustments to reflect the possible future effects on the recoverability and classification~~ of ~~assets~~December ~~or the amounts and classification of liabilities that might be necessary if we are unable to obtain adequate financing in the future. Accordingly~~31, ~~if we do not generate sufficient level of revenue or become profitable~~2025, we ~~will~~have beborrowings ~~required~~with toa ~~seek~~total ~~other~~principal ~~sources~~amount of ~~funding, such as issuance of equity or debt securities to raise capital~~$62.6 ~~Any such financings may not be accessible on acceptable terms~~million, ~~if at all. The failure to raise additional capital or otherwise obtain funding for our operation will have a material adverse effect on our business, results~~ of ~~operations~~which ~~and financial position~~$56.6 Inmillion ~~addition,~~is ~~given~~contractually ~~our~~due ~~current~~within ~~available~~12 ~~cash~~months ~~and~~from the ~~need~~reporting todate. ~~secure~~We ~~additional~~may ~~funding,~~also ~~the~~incur ~~report of our independent registered accounting firm included in this Form 10-K contains a paragraph expressing~~ substantial ~~doubt~~additional ~~as to our ability to continue as a going concern~~indebtedness. IfOur weindebtedness ~~are~~could ~~unable~~have toimportant ~~continue as a going concern~~consequences, ~~our~~including ~~stockholders may lose some or all of their investment in~~ the ~~Company.~~following:

•

19we may be unsuccessful in refinancing our existing indebtedness on a long-term basis;

•

~~Table~~we could have difficulty satisfying our debt obligations, and if we fail to comply with these requirements, an event of ~~Contents~~default could result;

•

Wewe ~~have~~may ~~significant~~be ~~ongoing~~required ~~capital~~to ~~requirements~~dedicate ~~that could have~~ a ~~material~~substantial ~~effect~~portion onof our ~~business~~cash ~~and~~flow ~~financial~~from ~~condition~~operations ifto werequired ~~are~~payments ~~unable~~on toindebtedness, ~~generate~~thereby ~~sufficient~~reducing the cash ~~from~~flow ~~operations~~available orto ~~unable~~fund to5G ~~raise~~and other product development, working capital, oncapital ~~favorable~~expenditures ~~terms.~~and other general corporate activities;

•

~~Our business requires significant capital investment to carry out extensive research and development~~ in order to ~~remain~~manage ~~competitive. At the same time, demand for~~ our ~~products~~debt ~~is highly variable~~ and ~~there have been downturns. If our~~ cash ~~on hand~~flows, ~~net proceeds from financing activities and cash generated from operations are not sufficient to fund our operations and capital requirements,~~ we may beincrease ~~required to limit~~ our ~~growth,~~short-term orindebtedness ~~enter into financing arrangements at unfavorable terms, any of which could harm our business~~ and ~~financial~~decrease ~~condition. We expect capital outlays and operating expenditures to increase over the next several years as we expand~~ our ~~operations~~long-term ~~and~~indebtedness ~~product development activities. We may be unable to raise additional capital on favorable terms, if at all,~~ which ~~would harm our ability to fund our operations and~~ may ~~force~~not usachieve to cease operation. We regularly consider fund raising opportunities and may decide, from time to time, to raise capital based on various factors, including market conditions and our plans of operation. We may experience difficulties in accessing the ~~capital~~desired markets due to external factors beyond our control, such as volatility in the equity markets, the trading price and volume of our stock and general economic and market conditions both in the United States and abroad. In addition, we rely substantially on investors, banks, lenders and partners in South Korea to provide loans and fundings to our operations, and our ability to secure such funding may be affected by the economic, banking and capital market conditions and trends in South Korea. While we currently have an equity line of credit (“ELOC”) that allows us to issue and sell up to $50 million of shares of common stock, our ability to raise capital under the ELOC has been limited due to the lower trading volume and volatility of trading price of our common stock. Additionally, we anticipate that strategic alliances and partnerships will be an important source of revenue and possible financing for us going forward. If we are unable to develop alliances with or otherwise attract investment from strategic partners, or if strategic partners are not willing to enter into transactions with us on favorable terms, our business and financial condition could be harmed.results;

•

~~Our~~covenants ~~indebtedness~~relating ~~could~~to ~~adversely~~our ~~affect~~indebtedness may limit our ~~operations~~ability to obtain additional financing for working capital, ~~including~~capital expenditures and other general corporate activities, which may limit our ~~ability~~flexibility in planning for, or reacting to, ~~perform~~changes in our ~~obligations~~business and ~~fund~~the ~~working~~industry ~~capital.~~in which we operate;

•

~~As of December 31, 2024,~~ we ~~have outstanding convertible promissory notes and borrowings with a total principal amount of $42.6 million, of which $37.6 million is contractually due within 12 months from the reporting date. We~~ may ~~also~~be ~~incur~~more ~~substantial~~vulnerable ~~additional~~to ~~indebtedness.~~general ~~Our~~adverse ~~indebtedness~~economic ~~could~~and ~~have~~industry ~~important consequences, including the following:~~conditions;

•

we may be ~~unsuccessful~~placed inat ~~refinancing~~a ~~our~~competitive ~~existing~~disadvantage ~~indebtedness~~compared onto aour ~~long-term~~competitors ~~basis~~with less debt; and

•

we ~~could~~may have difficulty ~~satisfying~~repaying ~~our~~or ~~debt~~refinancing our obligations, ~~and~~under ifour wesenior ~~fail~~credit tofacilities ~~comply~~on ~~with~~their ~~these~~respective ~~requirements,~~maturity ~~an event of default could result;~~dates.

weIf ~~may~~any of these consequences occur, our financial condition, and results of operations could be ~~required~~adversely toaffected. ~~dedicate~~This, ain ~~substantial~~turn, ~~portion~~could negatively affect the market price of our ~~cash~~Common ~~flow~~Stock, ~~from~~and ~~operations~~we may need to ~~required~~undertake ~~payments~~alternative onfinancing ~~indebtedness~~plans, ~~thereby~~such as refinancing or restructuring our debt, selling assets, reducing ~~the~~or ~~cash~~delaying ~~flow~~capital ~~available~~investments or seeking to ~~fund~~raise 5Gadditional ~~and~~capital. ~~other~~We ~~product~~cannot ~~development~~assure that any refinancing would be possible, ~~working~~that ~~capital~~any assets could be sold, ~~capital~~or, ~~expenditures~~if sold, of the timing of the sales and ~~other~~the ~~general~~amount ~~corporate~~of ~~activities;~~proceeds that may be realized from those sales, or that additional financing could be obtained on acceptable terms, if at all. In addition, while we were able to negotiate with our lenders of commercial loans to extend the maturity dates or modify payment schedules, there is no

~~in order to manage our debt and cash flows, we may increase our short-term indebtedness and decrease our long-term indebtedness which may not achieve the desired results;~~19

~~covenants~~Table ~~relating~~of to our indebtedness may limit our ability to obtain additional financing for working capital, capital expenditures and other general corporate activities, which may limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;Contents

guarantee that we ~~may~~will be ~~more~~successful ~~vulnerable~~in negotiating such terms in the future, and failure to ~~general~~do so may result in defaults under the loans, which will have an adverse ~~economic~~effect ~~and~~on ~~industry~~our financial conditions; and results of operations.

weOur ~~may~~failure ~~have~~to ~~difficulty~~protect ~~repaying~~our orintellectual ~~refinancing~~property ~~our~~rights ~~obligations~~adequately ~~under~~could impair our ~~senior~~ability ~~credit~~to ~~facilities~~compete oneffectively ~~their~~or ~~respective~~to ~~maturity~~defend ~~dates~~ourselves from litigation.

IfWe ~~any~~rely ofprimarily ~~these~~on ~~consequences~~patent, ~~occur~~copyright, ~~our~~trademark ~~financial~~and ~~condition~~trade secret laws, ~~and~~as ~~results~~well ofas ~~operations~~confidentiality ~~could~~and benon-disclosure ~~adversely~~agreements ~~affected.~~and ~~This~~other methods, into ~~turn,~~protect ~~could~~our ~~negatively~~proprietary ~~affect~~technologies ~~the~~and ~~market~~know-how. ~~price~~As of ~~our~~December ~~Common~~31, ~~Stock~~2025, ~~and~~ we ~~may~~hold ~~need~~34 toUS ~~undertake~~patents, ~~alternative~~34 ~~financing~~Korean ~~plans~~patents, ~~such~~7 asTaiwanese ~~refinancing~~patents, or5 ~~restructuring~~Japanese ~~our debt~~patents, ~~selling~~4 ~~assets~~Chinese patents, ~~reducing~~and or2 ~~delaying~~patents ~~capital~~issued ~~investments~~in orother ~~seeking~~countries. toEven ~~raise~~if ~~additional~~the ~~capital.~~pending Wepatent ~~cannot~~applications ~~assure~~are ~~that~~granted, ~~any~~the ~~refinancing~~rights ~~would~~granted to us may not be ~~possible,~~meaningful ~~that~~or ~~any~~provide ~~assets~~us ~~could~~with beany ~~sold,~~commercial ~~or,~~advantage. ifFor ~~sold~~example, ofthese ~~the~~patents ~~timing~~could ofbe ~~the~~opposed, ~~sales~~contested, ~~and~~circumvented ~~the~~or ~~amount~~designed ofaround ~~proceeds~~by ~~that~~our ~~may~~competitors or be ~~realized~~declared ~~from~~invalid ~~those~~or ~~sales,~~unenforceable in judicial or ~~that~~administrative ~~additional~~proceedings. ~~financing~~The ~~could~~failure beof ~~obtained~~our onpatents ~~acceptable~~to ~~terms,~~adequately ifprotect atour ~~all.~~technology Inmight ~~addition,~~make ~~while~~it weeasier ~~were~~for ~~able~~our competitors to ~~negotiate~~offer ~~with~~similar ~~our~~products ~~lenders~~or oftechnologies. ~~commercial~~Our ~~loans~~foreign topatent ~~extend~~protection ~~the~~is ~~maturity~~generally ~~dates~~not oras ~~modify~~comprehensive ~~payment~~as ~~schedules,~~our ~~there~~U.S. ispatent noprotection ~~guarantee~~and ~~that~~may wenot ~~will~~protect beour ~~successful~~intellectual property in ~~negotiating~~some ~~such~~countries ~~terms~~where our products are sold or may be sold in the future,. ~~and~~Many ~~failure~~U.S.-based tocompanies dohave soencountered ~~may~~substantial ~~result~~intellectual inproperty ~~defaults~~infringement ~~under~~in ~~the~~foreign ~~loans~~countries, ~~which~~including ~~will~~countries ~~have~~where anwe ~~adverse~~sell ~~effect~~products. onEven ~~our~~if ~~financial~~foreign ~~conditions~~patents ~~and~~are ~~results~~granted, ofeffective ~~operations~~enforcement in foreign countries may not be available.

20The legal standards relating to the validity, enforceability and scope of protection of intellectual property rights are uncertain and evolving. There is no assurance that others will not develop or patent similar or superior technologies, products or services, or that our patents, trademarks and other intellectual property will not be challenged, invalidated or circumvented by others.

~~Table~~Unauthorized copying or other misappropriation of ~~Contents~~our proprietary technologies could enable third parties to benefit from our technologies without paying us for doing so, which could harm our business. Monitoring unauthorized use of our intellectual property is difficult and costly. Although we are not aware of any unauthorized use of our intellectual property in the past, it is possible that unauthorized use of our intellectual property may have occurred or may occur without our knowledge. There is no assurance that the steps we have taken will prevent unauthorized use of our intellectual property. Our failure to effectively protect our intellectual property could reduce the value of our technology in licensing arrangements or in cross-licensing negotiations. We may in the future need to initiate infringement claims or litigation. Litigation, whether we are a plaintiff or a defendant, can be expensive, time-consuming and may divert the efforts of our technical staff and managerial personnel, which could harm our business, whether or not such litigation results in a determination favorable to us. If we are unable to protect our proprietary rights or if third parties independently develop or gain access to our or similar technologies, our business, revenue, reputation and competitive position could be harmed.

~~Risks~~The ~~Relating~~enforcement and protection of our intellectual property may be expensive, could fail to ~~Our~~prevent ~~Intellectual~~misappropriation ~~Property~~or unauthorized use of our intellectual property, could result in the loss of our ability to enforce one or more patents, and could be adversely affected by changes in patent laws, by laws in certain foreign jurisdictions that may not effectively protect our intellectual property and by ineffective enforcement of laws in such jurisdictions.

~~Our~~We ~~failure~~rely primarily on patent, trademark, trade secret and similar laws, as well as nondisclosure and confidentiality agreements, international treaties and other methods, to protect our intellectual property ~~rights~~and ~~adequately~~proprietary ~~could~~information. ~~impair~~Enforcing our ~~ability~~intellectual toproperty ~~compete~~against ~~effectively~~misappropriation, infringement or tounauthorized ~~defend~~use ~~ourselves~~may ~~from~~be ~~litigation~~costly, difficult and time consuming. We cannot be certain that the steps we have taken and will take in the future will prevent the misappropriation, infringement or unauthorized use of our products, technologies or intellectual property, particularly in foreign countries where the laws may not protect our rights as fully or as readily as United States laws or where the enforcement of such laws may be lacking or ineffective.

We ~~rely~~generally ~~primarily~~enter oninto ~~patent, copyright, trademark and trade secret laws, as well as~~ confidentiality ~~and non-disclosure~~ agreements ~~and~~with ~~other~~our ~~methods~~employees, toconsultants, ~~protect~~strategic ~~our~~partners ~~proprietary technologies~~ and ~~know-how.~~any Asother ofthird ~~December~~party ~~31, 2024,~~ we ~~hold~~do 33business ~~US patents~~with, 35where ~~Korean~~our ~~patents,~~relationship 9with ~~Taiwanese~~such ~~patents,~~parties 2may ~~Japanese~~entail ~~patents,~~disclosure 2of ~~Chinese~~our ~~patents,~~confidential ~~and 5 patents issued in other countries~~information. ~~Even~~We ifalso ~~the~~try ~~pending~~to ~~patent~~control ~~applications~~access ~~are granted, the rights granted~~ to usand ~~may~~distribution ~~not~~of beour ~~meaningful~~technologies, ordocumentation ~~provide~~and usother ~~with~~proprietary ~~any commercial advantage~~information. ~~For~~Despite ~~example,~~ these ~~patents could be opposed~~efforts, ~~contested,~~internal ~~circumvented~~ or ~~designed~~external ~~around~~parties bymay ~~our~~attempt ~~competitors~~to orcopy, bedisclose, ~~declared~~obtain ~~invalid~~ or ~~unenforceable~~use ~~in judicial or administrative proceedings. The failure of~~ our ~~patents to adequately protect our technology might make it easier for our competitors to offer similar~~ products or ~~technologies.~~technology ~~Our~~without ~~foreign patent protection is generally not as comprehensive as~~ our Uauthorization.S. ~~patent~~Also, ~~protection~~former ~~and~~employees may ~~not~~seek ~~protect~~employment ~~our~~with ~~intellectual property in some countries where~~ our ~~products~~business ~~are~~partners, ~~sold~~customers or ~~may be sold in the future. Many U.S.-based companies have encountered substantial intellectual property infringement in foreign countries~~competitors, ~~including~~and ~~countries~~may ~~where~~improperly weuse ~~sell~~our ~~products.~~proprietary ~~Even~~information iffor ~~foreign~~the ~~patents~~benefit ~~are~~of ~~granted,~~or ~~effective enforcement~~ in ~~foreign~~connection ~~countries~~with ~~may~~their ~~not~~new ~~be available~~employer.

~~The~~We ~~legal~~may ~~standards~~be ~~relating~~subject to ~~the~~claims ~~validity,~~of ~~enforceability~~infringement ~~and~~or ~~scope~~misappropriation of ~~protection~~third-party of intellectual property rights, ~~are~~and ~~uncertain~~any ~~and~~such ~~evolving.~~infringement ~~There~~or isother nointellectual ~~assurance~~property ~~that~~claim ~~others~~made ~~will~~against ~~not~~us, ~~develop~~whether or ~~patent~~not ~~similar~~it orhas ~~superior technologies~~merit, ~~products~~could orbe ~~services~~time-consuming, orresult ~~that~~in ~~our~~costly ~~patents~~litigation, ~~trademarks~~cause ~~and~~product ~~other~~delays, ~~intellectual~~or ~~property~~require ~~will~~us ~~not~~to beenter ~~challenged,~~into ~~invalidated~~royalty or ~~circumvented~~licensing ~~by others~~agreements.

~~Unauthorized~~Our ~~copying~~competitors orand other ~~misappropriation of our proprietary technologies could enable~~ third parties tohold ~~benefit~~numerous ~~from~~patents ~~our~~related ~~technologies~~to ~~without~~technology ~~paying~~used usin ~~for~~our ~~doing so~~industry, ~~which could harm our business. Monitoring unauthorized use of our intellectual property is difficult~~ and ~~costly.~~may ~~Although~~hold weor ~~are~~obtain ~~not~~patents, ~~aware of any unauthorized use of our intellectual property in the past~~copyrights, ittrademarks isor ~~possible~~other ~~that unauthorized use of our~~ intellectual property ~~may~~rights ~~have occurred or may occur without our knowledge. There is no assurance~~ that ~~the~~could ~~steps we have taken will~~ prevent, ~~unauthorized~~limit, ~~use~~or ofinterfere ~~our~~with ~~intellectual property. Our failure to effectively protect~~ our ~~intellectual~~ability ~~property could reduce the value of our technology in licensing arrangements or in cross-licensing negotiations. We may in the future need~~ to ~~initiate infringement claims or litigation. Litigation~~make, ~~whether we are a plaintiff or a defendant~~use, ~~can be expensive~~develop, ~~time-consuming~~sell ~~and~~or ~~may~~market ~~divert the efforts of~~ our ~~technical~~products ~~staff~~ and ~~managerial personnel~~services, which could ~~harm~~make ~~our~~it ~~business,~~more ~~whether~~difficult orfor ~~not~~us ~~such~~to ~~litigation~~operate ~~results~~our inbusiness. aFrom ~~determination~~time ~~favorable~~ to ~~us.~~time If we ~~are~~may ~~unable~~be subject to ~~protect~~claims ~~our~~of ~~proprietary~~infringement, ~~rights~~misappropriation or ifother ~~third~~violation ~~parties~~of ~~independently~~patents ~~develop~~ or ~~gain~~other ~~access~~intellectual toproperty ~~our~~rights ~~or similar technologies, our business, revenue, reputation~~ and ~~competitive~~related ~~position could be harmed.~~

WeTable rely primarily on patent, trademark, trade secret and similar laws, as well as nondisclosure and confidentiality agreements, international treaties and other methods, to protect our intellectual property and proprietary information. Enforcing our intellectual property against misappropriation, infringement or unauthorized use may be costly, difficult and time consuming. We cannot be certain that the steps we have taken and will take in the future will prevent the misappropriation, infringement or unauthorized use of our products, technologies or intellectual property, particularly in foreign countries where the laws may not protect our rights as fully or as readily as United States laws or where the enforcement of such laws may be lacking or ineffective.Contents

Welitigation. ~~generally~~Regardless ~~enter~~of ~~into~~their ~~confidentiality~~merit, ~~agreements~~responding ~~with~~to ~~our~~such ~~employees~~claims can be time consuming, ~~consultants~~can divert management’s attention and resources, ~~strategic~~and ~~partners~~may cause us to incur significant expenses in litigation or settlement, and we cannot be certain that we would be successful in defending against any such claims in litigation or other ~~third~~proceedings. ~~party~~If we do not successfully defend or settle an intellectual property claim, we could be liable for significant monetary damages and could be prohibited from continuing to use certain technology, business ~~with~~methods, ~~where~~content ~~our~~or ~~relationship~~brands, ~~with~~and ~~such~~from ~~parties~~making, ~~may~~selling ~~entail~~or ~~disclosure~~incorporating ofcertain ~~our~~components ~~confidential~~or ~~information~~intellectual property into the products and services we offer. WeAs ~~also~~a ~~try~~result, we could be forced to ~~control~~redesign ~~access~~our products and services, and/or to establish and ~~distribution~~maintain ofalternative branding for our ~~technologies~~products and services. To avoid litigation or being prohibited from marketing or selling the relevant products or services, ~~documentation~~we ~~and~~could seek a license from the applicable third party, which could require us to pay significant royalties, licensing fees, or other ~~proprietary~~payments, ~~information~~increasing our operating expenses. ~~Despite~~If ~~these~~a ~~efforts,~~license ~~internal~~is not available at all or ~~external~~not ~~parties~~available on reasonable terms, we may ~~attempt~~be required to ~~copy,~~develop ~~disclose~~or license a non-violating alternative, ~~obtain~~either of which could be infeasible or ~~use~~require ~~our~~significant ~~products~~effort and expense. If we cannot license or ~~technology~~develop ~~without~~a non-violating alternative, we would be forced to limit or stop sales of our ~~authorization~~offerings and may be unable to effectively compete. ~~Also~~Moreover, ~~former~~there ~~employees~~could ~~may~~be ~~seek~~public ~~employment~~announcements ~~with~~of ~~our~~the ~~business~~results ~~partners~~of hearings, ~~customers~~motions or ~~competitors,~~other interim proceedings or developments and ~~may~~if ~~improperly~~securities ~~use~~analysts ~~our~~or ~~proprietary~~investors ~~information~~perceive ~~for~~these results to be negative, it could have a substantial adverse effect on the ~~benefit~~price of shares of our common stock (the “Common Stock”). Any of these results could materially and adversely affect our business, financial condition and results of operations and prospects. Finally, any litigation or claims, whether or not valid, could result in ~~connection~~substantial ~~with~~costs, ~~their~~negative ~~new~~publicity ~~employer~~and diversion of resources and management attention, any of which could have a material adverse effect on our business, financial condition and results of operations.

WeAny ~~may~~potential bedispute ~~subject~~involving toour ~~claims~~patents ~~of infringement~~ or ~~misappropriation~~other ~~of third-party~~ intellectual property ~~rights,~~could ~~and~~also ~~any~~include ~~such~~our ~~infringement~~industry orpartners ~~other~~and ~~intellectual property claim made against us~~customers, ~~whether~~which orcould ~~not~~trigger itany ~~has~~indemnification ~~merit,~~obligations ~~could~~to bethem ~~time-consuming,~~and result in ~~costly~~substantial ~~litigation,~~expense ~~cause product delays, or require us~~ to ~~enter into royalty or licensing agreements~~us.

~~Our~~In ~~competitors~~any ~~and~~potential ~~other~~dispute ~~third~~involving ~~parties~~our ~~hold numerous~~ patents ~~related~~or toother ~~technology~~intellectual ~~used~~property, in our ~~industry,~~licensees ~~and~~could ~~may~~also ~~hold~~become orthe ~~obtain~~target ~~patents,~~of ~~copyrights~~litigation, ~~trademarks~~and orcertain ~~other~~customers ~~intellectual~~have ~~property~~received ~~rights~~notices ~~that~~of ~~could~~written ~~prevent,~~offers ~~limit,~~from orour ~~interfere~~competitors ~~with~~and ~~our~~others ~~ability~~claiming to ~~make,~~have ~~use,~~patent ~~develop,~~rights ~~sell~~in orcertain ~~market~~technology ~~our products~~ and ~~services,~~inviting ~~which~~our ~~could~~customers ~~make~~to itlicense ~~more~~this ~~difficult~~technology. ~~for~~Because uswe tomay ~~operate~~indemnify our ~~business.~~licensees ~~From~~and ~~time~~customers tofor ~~time~~intellectual weproperty ~~may be subject to~~ claims ofmade ~~infringement,~~against ~~misappropriation~~them orfor ~~other~~products ~~violation~~incorporating ofour ~~patents~~technology, orany ~~other~~litigation ~~intellectual~~could ~~property~~trigger ~~rights~~technical support and ~~related~~indemnification ~~litigation.~~obligations ~~Regardless~~in some of ~~their~~our ~~merit~~license agreements, ~~responding~~which tocould ~~such~~result ~~claims~~in ~~can~~substantial bepayments ~~time~~and ~~consuming,~~expenses ~~can~~by ~~divert~~us. ~~management’s~~In ~~attention~~addition ~~and~~to ~~resources,~~the time and ~~may~~expense ~~cause~~required for us to ~~incur~~supply ~~significant~~support ~~expenses~~or inindemnification ~~litigation~~to orour ~~settlement,~~licensees and wecustomers, ~~cannot~~any besuch ~~certain~~litigation ~~that~~could weseverely ~~would~~disrupt beor ~~successful~~shut indown ~~defending~~the ~~against~~business ~~any~~of ~~such~~our ~~claims~~customers, which in ~~litigation~~turn orcould ~~other~~hurt ~~proceedings.~~our Ifrelations wewith doour ~~not~~customers ~~successfully~~and ~~defend~~cause orthe ~~settle~~sale anof ~~intellectual~~our ~~property~~proprietary technologies and products to decrease.

21We or our customers may be required to obtain licenses for certain so-called “standard essential patents” in order to comply with applicable standards, which could require us to pay additional royalties on certain of our products. If we or our customers are unable to obtain such licenses, our business, results of operations, financial condition and prospects would be harmed.

~~Table~~We or our customers may be required to obtain licenses for third-party intellectual property. In particular, we may be required to obtain licenses to certain third-party patents, so-called “standard essential patents,” that claim features or functions that are incorporated into applicable industry standards and that we are required to provide in order to comply with the standard. If we need to license any third-party intellectual property, standard essential patents or other technology, we could be required to pay royalties on certain of ~~Contents~~our products. In addition, while the industry standards bodies and antitrust laws in certain countries may require participating companies to license their standard essential patents on fair, reasonable, and nondiscriminatory terms, there can be no assurances that we will be able to obtain such licenses on commercially reasonable terms or at all. Although we have implemented a dedicated standard essential patents licensing-in reference policy, our inability to obtain required third-party intellectual property licenses on commercially reasonable terms or at all could harm our business, results of operations, financial condition or prospects. If our customers are required to obtain such licenses, there can be no assurances that their businesses will not be adversely affected. In addition, if our competitors have significant numbers of essential patents and/or patent license rights, they could be at an advantage in negotiating with our customers or potential customers, which could influence our ability to win new business or could result in downward pressure on our average selling prices.

~~claim,~~Our wefailure ~~could be liable for significant monetary damages and could be prohibited from continuing~~ to ~~use~~comply ~~certain~~with ~~technology,~~obligations ~~business~~under ~~methods,~~open ~~content~~source orlicenses ~~brands, and from making, selling or incorporating certain components or intellectual property into the products and services we offer. As a result, we~~ could be forced to redesign our products and services, and/or to establish and maintain alternative branding for our products and services. To avoid litigation or being prohibited from marketing or selling the relevant products or services, we could seek a license from the applicable third party, which could require us to ~~pay~~release ~~significant royalties, licensing fees, or other payments, increasing~~ our ~~operating~~source ~~expenses.~~code ~~If a license is not available at all or not available on reasonable terms, we may be required~~ to ~~develop~~the or license a non-violating alternative, either of which could be infeasible or require significant effort and expense. If we cannot license or develop a non-violating alternative, we would be forced to limit or stop sales of our offerings and may be unable to effectively compete. Moreover, there could be public ~~announcements of the results of hearings, motions~~ or ~~other~~cease ~~interim~~distribution ~~proceedings or developments and if securities analysts or investors perceive these results to be negative, it could have a substantial adverse effect on the price~~ of ~~shares of~~ our ~~common stock (the “Common Stock”). Any of these results could materially and adversely affect our business~~products, financial condition and results of operations and prospects. Finally, any litigation or claims, whether or not valid, could result in substantial costs, negative publicity and diversion of resources and management attention, any of which could ~~have~~harm ~~a material adverse effect on~~ our business, financial condition and results of operations.

~~Any~~Some ~~potential~~of ~~dispute~~the ~~involving~~software used with our ~~patents~~products, oras ~~other~~well ~~intellectual~~as ~~property~~that ~~could~~of ~~also~~some ~~include~~of our ~~industry~~customers, ~~partners~~may be derived from so-called “open source” software that is generally made available to the public by its authors and/or ~~customers~~other third parties. This open source software is often made available to us under licenses, such as the GNU General Public License, which ~~could~~impose ~~trigger~~certain ~~any~~obligations ~~indemnification~~on us in the event we were to make available derivative works of the open source software. These obligations may require us to ~~them~~make source code for the derivative works available to the public, and/or ~~result~~license such derivative works under a particular type of license, rather than the forms of license customarily used to protect our intellectual property. In addition, there is little or no legal precedent for interpreting the terms of certain of these open source licenses, including the determination of which works are subject to the terms of such licenses. While we believe we have complied with our obligations under the various applicable licenses for open source software, in ~~substantial~~the ~~expense~~event the copyright holder of any open source software were to ussuccessfully establish in court that we have not complied with the terms of a license for a particular work, we could be required to release the source code of that work to the public and/or stop distribution of that work, which may adversely affect our business, financial condition and results of operations.

In any potential dispute involving our patents or other intellectual property, our licensees could also become the target of litigation, and certain customers have received notices of written offers from our competitors and others claiming to have patent rights in certain technology and inviting our customers to license this technology. Because we may indemnify our licensees and customers for intellectual property claims made against them for products incorporating our technology, any litigation could trigger technical support and indemnification obligations in some of our license agreements, which could result in substantial payments and expenses by us. In addition to the time and expense required for us to supply support or indemnification to our licensees and customers, any such litigation could severely disrupt or shut down the business of our customers, which in turn could hurt our relations with our customers and cause the sale of our proprietary technologies and products to decrease.21

WeTable or our customers may be required to obtain licenses for certain so-called “standard essential patents” in order to comply with applicable standards, which could require us to pay additional royalties on certain of ~~our products. If we or our customers are unable to obtain such licenses, our business, results of operations, financial condition and prospects would be harmed.~~Contents

We ~~or our customers~~ may benot ~~required to obtain licenses for third-party intellectual property. In particular, we may~~ be ~~required~~able to obtain ~~licenses~~additional ~~to certain third-party~~ patents, ~~so-called “standard essential patents,” that claim features or functions that are incorporated into applicable industry standards~~ and ~~that we are required to provide in order to comply with~~ the ~~standard.~~legal Ifprotection weafforded ~~need~~by ~~to license~~ any ~~third-party~~additional ~~intellectual property, standard essential~~ patents ~~or other technology, we could be required to pay royalties on certain of our products. In addition, while the industry standards bodies and antitrust laws in certain countries~~ may require participating companies to license their standard essential patents on fair, reasonable, and nondiscriminatory terms, there can be no assurances that we will be able to obtain such licenses on commercially reasonable terms or at all. Although we have implemented a dedicated standard essential patents licensing-in reference policy, our inability to obtain required third-party intellectual property licenses on commercially reasonable terms or at all could harm our business, results of operations, financial condition or prospects. If our customers are required to obtain such licenses, there can be no assurances that their businesses will not beadequately ~~adversely~~cover ~~affected.~~the Infull ~~addition,~~scope ~~if our competitors have significant numbers~~ of ~~essential patents and/or patent license rights, they could be at an advantage in negotiating with~~ our ~~customers~~business or ~~potential~~permit ~~customers,~~us ~~which could influence our ability~~ to ~~win~~gain ~~new business~~ or ~~could~~keep ~~result~~competitive ~~in downward pressure on our average selling prices~~advantage.

Our ~~failure~~ability to ~~comply~~obtain ~~with~~additional ~~obligations~~patents ~~under~~is ~~open~~uncertain ~~source~~and ~~licenses~~the ~~could~~legal ~~require~~protection afforded by these patents may not adequately protect our rights or permit us to ~~release~~gain ~~our~~or ~~source~~keep ~~code~~competitive advantage. In addition, the specific content required of patents and patent applications that are necessary to support and interpret patent claims can be uncertain due to the ~~public~~complex nature of the relevant legal, scientific and factual issues. Changes in either patent laws or ~~cease~~interpretations ~~distribution~~of patent laws in the United States or elsewhere may diminish the value of our ~~products,~~intellectual ~~which~~property ~~could~~or ~~harm~~narrow the scope of our ~~business,~~patent ~~financial~~protection. ~~condition~~Even if patents are issued regarding our products and ~~results~~processes, our competitors may challenge the validity of ~~operations~~those patents.

~~Some~~We ~~of the software used with our products, as well as that of some of our customers,~~ may not be ~~derived~~able ~~from so-called “open source” software that is generally made available~~ to ~~the~~obtain ~~public~~reimbursements byfrom its authors and/or other third parties. This open source software is often made available to us under licenses, such as the GNU General Public License, which impose certain obligations on us in the event we were to make available derivative works of the open source software. These obligations may require us to make source code for the derivative works available to the public, and/or license such derivative works under a particular type of license, rather than the forms of license customarily used to protect our ~~intellectual~~customers ~~property. In addition, there is little or no legal precedent~~ for ~~interpreting~~costs ~~the~~related ~~terms of certain of these open source licenses, including the determination of which works are subject~~ to ~~the~~research terms of such licenses. While we believe we have complied with our obligations under the various applicable licenses for open source software, in the event the copyright holder of any open source software were to successfully establish in court that we have not complied with the terms of a license for a particular work, we could be required to release the source code of that work to the public and~~/or~~ ~~stop~~development ~~distribution of that work, which may adversely affect our business, financial condition and results of operations~~activities.

22In connection with product development agreements with certain customers, we received non-recurring engineering (“NRE”) fees to reimburse costs incurred in the development and design of our products. These arrangements are motivated primarily by the opportunity to engage customers and at the same time, jointly progress our own research and development activities with the associated development compensation. During the years ended December 31, 2025 and 2024, we recognized $1.7 million and $4.4 million, respectively, related to these NRE contracts and as a service revenue. Generally, these NRE reimbursements are paid upon the completion of specified milestones in our product development contracts. However, there is no guarantee that we will be able to satisfy these milestones, and failure to do so may delay or prevent us from receiving NRE fees.

~~Table~~We rely upon third parties for supporting technology that is integrated into some of ~~Contents~~our products, and if we are unable to continue to use this technology and future technology, our ability to sell technologically advanced products would be limited.

We rely on third parties for supporting technology that is integrated into some of our products. If we are unable to continue to use or license on reasonable terms third-party technologies used in some of our products, we may not be able to ~~obtain~~secure ~~additional~~alternatives ~~patents~~on a timely basis and ~~the~~our ~~legal~~business ~~protection~~could ~~afforded~~be byharmed. ~~any~~Even ~~additional~~if ~~patents~~we ~~may~~are ~~not~~able ~~adequately~~to ~~cover~~secure ~~the~~an ~~full~~alternative ~~scope~~license to replace the loss of ~~our~~an ~~business~~existing ortechnology, ~~permit~~our ustransition to ~~gain~~this new technology may require additional time and expenses. Any delay or ~~keep~~incurrence ~~competitive~~of ~~advantage~~additional costs could have an adverse effect on our business, financial condition and results of operations.

WeThe ~~may~~market ~~not~~price beof ~~able~~our toCommon ~~obtain~~Stock ~~reimbursements~~may ~~from~~be ~~our~~volatile, ~~customers~~which ~~for~~could ~~costs~~cause ~~related~~the tovalue ~~research~~of ~~and~~your ~~development~~investment ~~activities~~to decline.

InPrior ~~connection~~to ~~with~~our ~~product~~Business ~~development agreements with certain customers~~Combination, weour ~~received~~Common ~~non-recurring~~Stock ~~engineering~~was ~~(“NRE”)~~not ~~fees~~traded ~~to reimburse costs incurred~~ in ~~the~~a ~~development~~public ~~and design of our products~~market. ~~These~~Our ~~arrangements~~common ~~are~~stock ~~motivated~~is ~~primarily~~publicly bytraded, ~~the~~but ~~opportunity~~there tocan ~~engage~~be ~~customers~~no ~~and~~assurance atthat ~~the~~an ~~same~~active ~~time,~~or ~~jointly~~liquid ~~progress~~trading ~~our~~market ~~own~~will ~~research~~be ~~and development activities with the associated development compensation~~maintained. ~~During~~The ~~the~~trading ~~years~~price ~~ended~~of ~~December~~our ~~31,~~Common ~~2024~~Stock ~~and~~can ~~2023,~~be wevolatile ~~recognized $4.4 million~~ and ~~$5.1~~subject ~~million, respectively, related~~ to ~~these~~wide ~~NRE~~fluctuations ~~contracts~~in ~~and~~price asin aresponse ~~service~~to ~~revenue.~~various ~~Generally~~factors, ~~these~~some ~~NRE~~of ~~reimbursements~~which are ~~paid~~beyond ~~upon the completion of specified milestones in~~ our ~~product development contracts~~control. ~~However,~~These ~~there~~factors ~~is no guarantee that we will be able to satisfy these milestones, and failure to do so may delay or prevent us from receiving NRE fees.~~include:

•

Wechanges ~~rely~~in ~~upon~~financial ~~third~~estimates, ~~parties~~including ~~for supporting technology that is integrated into some of~~ our ~~products,~~ability ~~and if we are unable~~ to ~~continue~~meet toour ~~use~~future ~~this~~revenue ~~technology~~ and ~~future~~operating ~~technology,~~profit ~~our~~or ~~ability~~loss ~~to sell technologically advanced products would be limited.~~projections;

•

Wechanges ~~rely on third parties for supporting technology that is integrated into some of our products. If we are unable to continue to use or license on reasonable terms third-party technologies used~~ in ~~some~~earnings ofestimates our products, we may not be able to secure alternatives on a timely basis and our business could be harmed. Even if we are able to secure an alternative license to replace the loss of an existing technology, our transition to this new technology may require additional time and expenses. Any delay or ~~incurrence~~recommendations ofby ~~additional~~securities ~~costs could have an adverse effect on our business, financial condition and results of operations.~~analysts;

•

~~Risks~~fluctuations ~~Related~~in toour ~~Ownership~~operating results or those of ~~Our~~our ~~Common~~customers, ~~Stock~~operators ~~and~~or ~~Our~~other ~~Corporate~~semiconductor ~~Structure~~companies;

•

~~The~~commercial ~~market~~deployment ~~price~~and ofupgrade ~~our Common Stock may be volatile, which could cause the value~~ of ~~your~~4G ~~investment~~and to5G ~~decline.~~wireless networks;

•

~~Prior~~economic todevelopments ~~our Business Combination, our Common Stock was not traded~~ in ~~a public market. We cannot predict~~ the ~~extent~~semiconductor ~~to which a trading market will develop~~ or ~~how~~mobile ~~liquid that market might become. The trading price of our Common Stock can be volatile~~ and ~~subject~~wireless toindustries ~~wide~~as ~~fluctuations~~a ~~in price in response to various factors, some of which are beyond our control. These factors include:~~whole;

•

~~changes~~general ineconomic ~~financial~~conditions ~~estimates,~~and ~~including~~slow ~~our~~or ~~ability~~negative togrowth ~~meet~~of ~~our~~related ~~future revenue and operating profit or loss projections~~markets;

•

~~changes~~announcements inby ~~earnings~~us ~~estimates~~or our customers or ~~recommendations~~competitors byof ~~securities~~acquisitions, ~~analysts~~new products, significant contracts or orders, commercial relationships or capital commitments;

•

~~fluctuations~~announcements inregarding ~~our~~intellectual ~~operating~~property ~~results~~litigation orinvolving ~~those~~us ofor our ~~customers, operators or other semiconductor companies~~competitors;

•

~~commercial~~changes ~~deployment~~in ~~and~~the ~~upgrade~~financial estimates of 4Gour ~~and 5G wireless networks~~competitors;

•

~~economic~~our ~~developments~~ability into ~~the~~develop ~~semiconductor~~and ormarket ~~mobile~~new and ~~wireless~~enhanced ~~industries~~products ason a ~~whole~~timely basis;

•

~~general~~changes ~~economic~~in ~~conditions~~the pricing and ~~slow~~costs ~~or negative growth~~ of ~~related markets~~manufacturing;

•

~~announcements~~commencement byof us or our ~~customers~~involvement orin ~~competitors of acquisitions, new products, significant contracts or orders, commercial relationships or capital commitments~~litigation;

•

~~announcements~~any ~~regarding~~major ~~intellectual~~change ~~property~~in ~~litigation~~our ~~involving~~board usof ordirectors ~~our~~(the ~~competitors~~“Board”) or management;

•

~~changes~~political or social conditions in the ~~financial~~markets ~~estimates~~where ofwe sell our ~~competitors~~products; and

•

~~our~~changes ~~ability~~in togovernmental ~~develop and market new and enhanced products on a timely basis;~~regulations.

~~changes in the pricing and costs of manufacturing;~~22

~~commencement~~Table of ~~or our involvement in litigation;~~Contents

~~any~~In ~~major~~addition, ~~change~~the stock market in ~~our~~general, ~~board~~and the market for semiconductor and other technology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of ~~directors~~those (companies. These broad market and industry factors may cause the ~~“Board”)~~market price of our Common Stock to decrease, regardless of our actual operating performance. These trading price fluctuations may also make it more difficult for us to use our Common Stock as a means to make acquisitions or to use options to purchase or to attract and retain employees. In addition, in the past, following periods of volatility in the overall market and the market price of a company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of our management;’s attention and resources for our business operations.

~~political~~If securities analysts or ~~social~~industry ~~conditions~~analysts indowngrade ~~the~~our ~~markets~~Common ~~where~~Stock, wepublish ~~sell~~negative research or reports, or do not publish reports about our ~~products;~~business, our Common Stock price and trading volume could decline.

~~changes~~The trading market for our Common Stock will be influenced by the research and reports that industry or securities analysts publish about us, our business and our market. If one or more analysts adversely change their recommendation regarding our Common Stock or our competitors’ stock, our stock price could decline. If one or more analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in ~~governmental~~the ~~regulations~~financial markets, which in turn could cause our Common Stock price or trading volume to decline.

23Delaware law, our Charter and Bylaws contain provisions that could delay or discourage takeover attempts that stockholders may consider favorable.

~~Table~~Provisions in the Second Amended and Restated Certificate of ~~Contents~~Incorporation of the Company (the “Charter”) and the Amended and Restated Bylaws of the Company (the “Bylaws”) may have the effect of delaying or preventing a change of control or changes in our management. These provisions include the following:

•

~~In addition,~~ the ~~stock~~right market in general, and the market for semiconductor and other technology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of ~~those companies. These broad market and industry factors may cause the market price of~~ our ~~Common~~Board ~~Stock~~ to ~~decrease,~~elect ~~regardless~~a ofdirector ~~our actual operating performance. These trading price fluctuations may also make it more difficult for us~~ to ~~use~~fill ~~our Common Stock as~~ a ~~means~~vacancy tocreated ~~make~~by ~~acquisitions or to use options to purchase or to attract and retain employees. In addition, in~~ the ~~past,~~expansion ~~following periods~~ of ~~volatility~~our inBoard ~~the~~or ~~overall~~due ~~market~~to ~~and~~ the ~~market~~resignation ~~price~~or ofdeparture a company’s securities, securities class action litigation has often been instituted against these companies. This litigation, if instituted against us, could result in substantial costs and a diversion of ~~our~~an ~~management’s~~existing ~~attention~~Board ~~and resources for our business operations.~~member;

•

Ifthe ~~securities~~prohibition ~~analysts~~of orcumulative ~~industry~~voting ~~analysts~~in ~~downgrade~~the ~~our~~election ~~Common~~of ~~Stock~~directors, ~~publish~~which ~~negative~~would ~~research~~otherwise orallow ~~reports,~~less orthan doa ~~not~~majority ~~publish~~of ~~reports~~stockholders ~~about~~to ~~our~~elect ~~business,~~director ~~our Common Stock price and trading volume could decline.~~candidates;

•

~~The~~the ~~trading~~requirement ~~market~~ for ~~our Common Stock will be influenced by~~ the ~~research~~advance ~~and~~notice ~~reports~~of ~~that~~nominations ~~industry~~for orelection ~~securities~~to ~~analysts publish about us,~~ our ~~business~~Board ~~and our market. If one~~ or ~~more~~for ~~analysts~~proposing ~~adversely~~matters ~~change~~that ~~their~~can ~~recommendation~~be ~~regarding~~acted ~~our~~upon ~~Common~~at ~~Stock~~a ~~or our competitors~~stockholders’ stock, our stock price could decline. If one or more analysts cease coverage of us or fail to regularly publish reports on us, we could lose visibility in the financial markets, which in turn could cause our Common Stock price or trading volume to decline.meeting;

•

~~Delaware~~the ~~law,~~ability of our ~~Charter~~Board ~~and~~to ~~Bylaws~~alter ~~contain~~our ~~provisions~~Bylaws ~~that~~without ~~could~~obtaining ~~delay~~stockholder ~~or discourage takeover attempts that stockholders may consider favorable.~~approval;

•

~~Provisions in~~ the ~~Second~~ability ~~Amended and Restated Certificate~~ of ~~Incorporation~~our ofBoard ~~the~~to ~~Company~~issue, ~~(the~~without ~~“Charter”)~~stockholder ~~and~~approval, ~~the~~up ~~Amended~~to ~~and~~10,000,000 ~~Restated~~shares ~~Bylaws~~ of ~~the~~preferred ~~Company~~stock (~~the~~ “~~Bylaws~~Preferred Stock”) ~~may~~with ~~have~~terms ~~the~~set ~~effect~~by ofour ~~delaying~~Board, orwhich ~~preventing~~rights acould ~~change~~be ofsenior ~~control~~to orthose ~~changes~~of in our ~~management.~~Common ~~These provisions include the following:~~Stock;

•

the ~~right~~elimination of ~~our~~the ~~Board~~rights toof ~~elect~~stockholders ~~a director~~ to ~~fill~~call a ~~vacancy~~special ~~created~~meeting ~~by the expansion~~ of ~~our~~stockholders ~~Board~~and ~~or due~~ to ~~the~~take ~~resignation~~action orby ~~departure~~written ofconsent anin ~~existing~~lieu ~~Board~~of ~~member~~a meeting; and

•

the ~~prohibition~~required approval of ~~cumulative~~at ~~voting~~least ina ~~the~~majority ~~election~~ of ~~directors,~~the ~~which~~shares ~~would~~entitled ~~otherwise~~to ~~allow~~vote ~~less~~at ~~than~~an aelection ~~majority~~ of ~~stockholders~~directors to ~~elect~~remove ~~director~~directors ~~candidates;~~without cause.

~~the~~In ~~requirement~~addition, ~~for~~because we are incorporated in Delaware, we are governed by the ~~advance~~provisions ~~notice~~of Section 203 of ~~nominations~~the ~~for~~Delaware ~~election~~General toCorporation Law (“DGCL”). These provisions may prohibit large stockholders, particularly those owning 15% or more of our ~~Board~~outstanding voting stock, from merging or ~~for~~combining ~~proposing~~with ~~matters~~us. These provisions in our Charter, our Bylaws and under Delaware law could discourage potential takeover attempts and could reduce the price that ~~can~~investors might be ~~acted~~willing ~~upon~~to atpay afor ~~stockholders’~~shares ~~meeting;~~of our Common Stock in the future and could result in our market price being lower than it would without these provisions.

~~the~~We ~~ability~~do ofnot intend to pay dividends on our ~~Board~~Common Stock and, consequently, your ability to ~~alter~~achieve ~~our~~a ~~Bylaws~~return ~~without~~on ~~obtaining~~your ~~stockholder~~investment ~~approval;~~will depend on appreciation in the price of our Common Stock.

~~the~~We ~~ability~~do ofnot intend to declare and pay dividends on our ~~Board~~capital stock for the foreseeable future. We currently intend to ~~issue,~~invest ~~without~~our ~~stockholder~~future ~~approval~~earnings, upif any, to 10fund our growth. Therefore,~~000,000~~ ~~shares~~you ofare ~~preferred~~not ~~stock~~likely ~~(“Preferred~~to receive any dividends on your Common Stock”) ~~with~~for ~~terms~~the ~~set~~foreseeable byfuture and the success of an investment in shares of our ~~Board,~~Common ~~which~~Stock ~~rights~~will ~~could~~depend beupon ~~senior~~any tofuture ~~those~~appreciation in our value. There is no guarantee that shares of our Common Stock; will appreciate in value or even maintain the price at which our stockholders have purchased their shares.

~~the elimination of the rights of stockholders to call a special meeting of stockholders and to take action by written consent in lieu of a meeting; and~~23

~~the~~Table ~~required approval~~ of ~~at least a majority of the shares entitled to vote at an election of directors to remove directors without cause.~~Contents

WeThe dosemiconductor ~~not~~and ~~intend~~communications toindustries ~~pay~~are ~~dividends~~cyclical onand ~~our~~have ~~Common~~historically ~~Stock~~experienced ~~and,~~significant ~~consequently~~fluctuations, ~~your~~including ~~ability~~prolonged todownturns ~~achieve~~and aperiods ~~return~~of onsupply ~~your~~imbalance, ~~investment~~which ~~will~~could ~~depend~~impact onour ~~appreciation~~operating inresults, ~~the~~financial ~~price~~condition ofand ~~our~~cash ~~Common Stock~~flows.

WeThe dosemiconductor ~~not~~industry ~~intend~~has tohistorically ~~declare~~exhibited ~~and~~a ~~pay~~pattern ~~dividends~~of oncyclicality, ~~our~~which ~~capital~~at ~~stock~~various ~~for~~times ~~the~~has ~~foreseeable~~included ~~future.~~significant Wedownturns ~~currently~~in ~~intend~~customer todemand. ~~invest~~Cyclical ~~our~~downturns ~~future~~can ~~earnings,~~result ifin ~~any,~~substantial todeclines ~~fund~~in ~~our~~semiconductor ~~growth. Therefore~~demand, ~~you~~production ~~are~~overcapacity, ~~not~~high ~~likely~~inventory tolevels ~~receive~~and ~~any~~accelerated ~~dividends~~erosion onof ~~your~~average ~~Common~~selling ~~Stock~~prices. ~~for~~Such ~~the~~downturns ~~foreseeable~~result ~~future~~from ~~and~~a ~~the~~variety ~~success~~ of anmarket ~~investment~~forces inincluding ~~shares~~constant ofand ~~our~~rapid ~~Common~~technological ~~Stock~~change, ~~will~~quick ~~depend~~product ~~upon~~obsolescence, ~~any~~price ~~future~~erosion, ~~appreciation~~evolving instandards, ~~our~~short ~~value.~~product ~~There~~life iscycles noand ~~guarantee~~wide ~~that~~fluctuations ~~shares of our Common Stock will appreciate~~ in ~~value~~product orsupply ~~even~~and ~~maintain the price at which our stockholders have purchased their shares~~demand.

~~Our~~Conversely, ~~major~~periods ~~shareholder~~of ~~exerts~~exceptionally ~~significant~~strong ~~influence~~demand ~~over~~concentrated in specific semiconductor segments, including demand associated with artificial intelligence (“AI”) applications or other high-growth technologies, may create industry-wide supply constraints and capacity distortions. Large, well-capitalized semiconductor companies serving high-growth markets may receive priority access to wafer foundry capacity, advanced packaging, memory components, substrates and other critical inputs. If manufacturing resources or raw materials become constrained or disproportionately allocated to suppliers serving these high-demand sectors, we may experience reduced access to capacity, increased input costs, extended lead times, or delays in production and delivery of our products. Such constraints could adversely affect our ability to meet customer demand, manage inventory, or execute our product roadmap, which could materially harm our business, financial condition and ~~affairs~~results of operations.

~~One~~Recent ofdownturns ~~our~~in ~~major~~the ~~shareholders~~semiconductor ofindustry ~~Anapass,~~have ~~Inc.~~been ~~(“Anapass”)~~attributed ~~beneficially~~to ~~owns~~a ~~approximately~~variety ~~18.5%~~ of ~~issued~~factors, ~~and~~including ~~outstanding~~global ~~our~~macroeconomic ~~Common~~uncertainty, ~~Stock.~~global/regional Mrpandemic (i.e., ~~Kyeongho~~SARS, ~~Lee~~COVID-19), ~~Chairman~~trade ofand ~~our~~geopolitical ~~Board~~tensions, ~~and~~weakness coin end-~~founder~~market ofdemand ~~GCT,~~and ispricing ~~also~~across ~~the~~semiconductor ~~chairman~~applications, ofand ~~the~~excess ~~Board~~inventory ~~of Anapass~~levels. In ~~addition~~recent periods, ~~both~~portions ~~Anapass~~of ~~and~~the ~~Mr.~~semiconductor ~~Lee~~industry ~~are~~have ~~lenders~~experienced ~~under~~downturns ~~various~~driven ~~loans~~by ~~and~~inventory ~~notes~~corrections ~~issued~~and byreduced ~~us.~~demand ~~Anapass’s~~in ~~significant~~certain ~~ownership~~end ~~will~~markets, ~~for~~while ~~the~~other ~~foreseeable~~segments ~~future,~~have ~~enable~~experienced itincreased toinvestment ~~control~~ and ~~influence~~growth. ~~our~~These ~~management~~mixed ~~and~~industry ~~affairs~~conditions have impacted our business, ~~and~~as ~~most~~well ~~matters~~as ~~requiring~~our ~~stockholder~~suppliers, ~~approval~~distributors, and end customers.

24Because a significant portion of our expenses are fixed in the near term or is incurred in advance of anticipated sales, we may not be able to reduce our expenses rapidly enough to offset any unanticipated shortfall in revenue. If this situation were to occur, it could adversely affect our operating results, cash flow and financial condition. Furthermore, the semiconductor industry has periodically experienced increased demand and production constraints. If this happens in the future, we may not be able to produce sufficient quantities of our products to meet the increased demand. We may also have difficulty in obtaining sufficient wafer, assembly and test resources from our subcontract manufacturers. Any factor adversely affecting the semiconductor industry in general, or the particular segments of the industry that our products target, may adversely affect our ability to generate revenue and could negatively impact our operating results.

~~Table~~The wireless communications industry has, in the past, experienced pronounced downturns, and these cycles may continue in the future. A future decline in global economic conditions could have adverse, wide-ranging effects on demand for our products and for the products of ~~Contents~~our customers, particularly wireless communications equipment manufacturers or other members of the wireless industry, such as wireless network operators. Inflation, deflation and economic recessions that adversely affect the global economy and capital markets also adversely affect our customers and end consumers. For example, our customers’ ability to purchase or pay for our products and services, obtain financing and upgrade wireless networks could be adversely affected, which may lead to many networking equipment providers slowing their research and development activities, canceling or delaying new product development, reducing their inventories and taking a cautious approach to acquiring our products, which would have a significant negative impact on our business. If this situation were to occur, it could adversely affect our operating results, cash flow and financial condition. In the future, any of these trends may also cause our operating results to fluctuate significantly from year to year, which may increase the volatility of the price of our Common Stock.

~~including~~The ~~the~~wireless ~~election~~and ofconsumer ~~directors,~~electronics ~~financing~~industry ~~activities,~~is acharacterized ~~merger~~by orshort ~~sale~~product ofcycles, ~~our assets and other~~ significant ~~corporate~~fluctuations ~~transactions.~~in ~~Anapass~~supply and ~~Mr. Lee may~~demand, atand ~~their~~rapidly ~~discretion,~~changing elect to exercise these or similar rights at any time. This concentration of ownership could have the effect of delaying or preventing a change in our control or otherwise discouraging a potential acquirer from attempting to obtain control of us. In additiontechnologies, ~~due to Mr. Lee’s controlling position with respect to both Anapass~~ and ~~us,~~we ~~which~~ may ~~result~~not inbe aable ~~potential~~to ~~conflict~~meet ofthese ~~interest~~challenges successfully or ~~appearance of conflict of interest and may adversely affect the rights of a minority of our stockholders~~consistently.

~~Future~~A ~~sales~~substantial portion of ~~shares~~our products is incorporated into wireless and consumer electronics industry. The wireless and consumer electronics industry into which we sell our products is characterized by high growth, short product cycles, significant fluctuations in supply and demand, and rapidly changing technologies. In order to remain competitive, wireless and consumer electronics manufacturers must continuously develop new technologies, deliver new products and otherwise adjust their business strategies to meet these challenges. We may not be able to implement the necessary measures timely, or if at all, to mitigate these industry-wide forces. For example, We may not be able to timely reduce our expenses to offset the impact of ~~Common~~lower ~~Stock~~revenue in a cyclical downturn due to a reduction in demand, or it may ~~depress~~be difficult for us to quickly shift the direction of our ~~stock~~research ~~price~~and development efforts in response to new market requirements. Our failure to do so could have an adverse effect on our financial condition and results of operations.

Future sales of shares of Common Stock in the public market, including the resale of shares pursuant to the registration statement of which this prospectus forms a part or pursuant to Rule 144, could depress our stock price. See “Sales of a substantial number of shares of Common Stock in the public market pursuant to the registration statement of which this prospectus forms a part could reduce the market price of our Common Stock.” Subject to certain exceptions, the Registration Rights Agreement executed at the time of the Closing provides for certain restrictions on transfer with respect to our securities. Such restrictions began upon Closing and end the earliest of (A) 180 days after the Closing and (B) the first date on which (x) the closing price of Common Stock equals or exceeds $12.00 per share for any 20 trading days within any 30-trading day period commencing at least 150 days after the Closing or (y) we complete a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in our stockholders having the right to exchange their shares of Common Stock for cash, securities, or other property.24

InTable ~~connection with the Closing, the Company and certain stockholders~~ of GCT, including its directors, officers, affiliates and holders of more than 5% of outstanding shares of GCT common stock as of the Closing, entered into the Lock-Up Agreement, pursuant to which such stockholders agreed to not effect any sale or other transfer of Common Stock, subject to certain customary exceptions set forth in the Lock-Up Agreement, during the period commencing at the Closing and ending on the earlier of (i) one year following the Closing, (ii) such date as the Company completes a liquidation, merger, share exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of Common Stock for cash, securities or other property or (iii) the date on which the last sale price of Common Stock equals or exceeds $12.00 per share (as adjusted for share splits, share consolidations, share capitalizations, rights issuances, subdivisions, reorganizations, recapitalizations and the like) for any 20 trading days within any 30 trading day period commencing at least 150 days after the Closing.Contents

~~However,~~Changes ~~equityholders~~in ~~not~~current ~~subject~~laws toor ~~a lock-up and, following~~ the ~~expiration~~imposition of ~~the~~new ~~applicable~~laws ~~lock-up~~regulating ~~periods,~~the ~~such~~wireless ~~equityholders~~networks ~~referred~~and toradio ~~above~~frequency ~~will~~emission ~~not~~could beimpede ~~restricted~~the ~~from~~sale ~~selling shares~~ of our ~~Common~~products ~~Stock~~or ~~held~~otherwise byharm ~~them,~~our ~~other than by applicable securities laws, and sales could occur at any time and such sales could depress the stock price~~business.

~~Risks~~Wireless ~~Relating~~networks can only operate in the frequency bands, or spectrum, allowed by regulators and in accordance with rules governing how the spectrum can be used. The Federal Communications Commission, or the FCC, in the United States, as well as regulators in foreign countries, have broad jurisdiction over the allocation of frequency bands for wireless networks. We therefore rely on the FCC and international regulators to ~~Our~~provide ~~Industry~~sufficient spectrum and ~~Regulatory~~usage ~~Environment~~rules. For example, countries such as China, Taiwan, Japan, or Korea heavily regulate all aspects of their wireless communication industries and may restrict spectrum allocation or usage. If further restrictions were to be imposed over the frequency range where our semiconductor solutions are designed to operate, we may have difficulty in selling our products in those regions. In addition, our semiconductor solutions operate in the 2 and 3 gigahertz, or GHz, band, which in some countries is also used by government and commercial services such as military and commercial aviation. The FCC and European regulators have traditionally protected government uses of the 2 and 3 GHz bands by setting power limits and indoor and outdoor designation and requiring that wireless local area networking devices not interfere with other users of the band such as government and civilian satellite services. Changes in current laws or regulations or the imposition of new laws and regulations in the United States or elsewhere regarding the allocation and usage of the 2 and 3 GHz band on us, our customers or the industries in which we operate may materially and adversely impact the sale of our products and our business, financial condition and results of operations.

The ~~semiconductor~~large ~~and~~amount ~~communications~~of ~~industries~~capital ~~are~~required ~~cyclical~~to ~~and~~obtain ~~have~~radio ~~historically~~frequency ~~experienced~~licenses, ~~significant~~deploy ~~fluctuations~~and ~~with~~expand ~~prolonged~~wireless ~~downturns,~~networks ~~which~~and obtain new subscribers could ~~impact~~slow ~~our~~the ~~operating~~growth ~~results,~~of ~~financial~~the ~~condition~~wireless communications industry and ~~cash~~adversely ~~flows~~affect our business.

~~The~~Our ~~semiconductor~~growth ~~industry~~is ~~has~~dependent ~~historically~~upon ~~exhibited~~the aincreased ~~pattern~~use of ~~cyclicality,~~wireless ~~which~~communications atservices ~~various~~that ~~times~~utilize ~~has~~our ~~included~~technology. ~~significant~~In ~~downturns~~order into ~~customer~~provide ~~demand~~wireless communications services, wireless operators must obtain rights to use specific radio frequencies. ~~Cyclical~~The ~~downturns~~allocation ~~can~~of ~~result~~frequencies is regulated in ~~substantial~~the ~~declines~~United inStates ~~semiconductor~~and ~~demand,~~other ~~production~~countries ~~overcapacity~~throughout the world, ~~high~~and ~~inventory~~limited ~~levels~~spectrum ~~and~~space ~~accelerated~~is ~~erosion~~allocated ofto ~~average~~wireless ~~selling~~communications ~~prices~~services. ~~Such~~Industry ~~downturns~~growth ~~result~~may ~~from~~be aaffected ~~variety~~by the amount of ~~market~~capital ~~forces~~required ~~including~~to ~~constant~~obtain ~~and~~licenses ~~rapid~~to ~~technological~~use ~~change~~new frequencies, ~~quick~~deploy ~~product~~wireless ~~obsolescence,~~networks ~~price~~to ~~erosion,~~offer ~~evolving~~voice ~~standards~~and data services, ~~short~~expand ~~product~~wireless ~~life~~networks ~~cycles~~to grow voice and ~~wide~~data ~~fluctuations~~services inand ~~product~~obtain ~~supply~~new subscribers. The significant cost of licenses, wireless networks and ~~demand~~subscriber additions may slow the growth of the industry if wireless operators are unable to obtain or service the additional capital necessary to implement or expand 4G/5G wireless networks. Our growth could be adversely affected if this occurs.

~~Recently,~~We ~~downturns~~may inexperience ~~the~~a ~~semiconductor~~decrease ~~industry~~in ~~have~~market ~~been~~demand ~~attributed~~due to auncertain ~~variety~~economic ofconditions ~~factors~~in ~~including~~ the ~~COVID-19 pandemic, ongoing trade disputes between the~~ United States and ~~China, weakness~~ in ~~demand~~international ~~and pricing for semiconductors across applications~~markets, ~~and~~which ~~excess~~has ~~inventory.~~been Infurther ~~addition,~~exacerbated ~~since~~by the ~~end~~concerns of ~~2022~~terrorism, ~~the~~war ~~semiconductor industry has experienced a downturn due to inventory corrections~~ and ~~reduced~~social ~~consumer demands. These downturns have directly impacted our business, suppliers, distributors~~ and ~~end~~political ~~customers~~instability.

~~Because~~Economic agrowth ~~significant~~in ~~portion~~the ofUnited ~~our~~States ~~expenses~~and ~~are~~international ~~fixed~~markets has slowed significantly. The uncertainty in the ~~near~~economic ~~term~~environment ormay iscontribute ~~incurred~~to the volatility in ~~advance~~the ofUnited ~~anticipated~~States ~~sales~~stock markets, wewhich ~~may~~has ~~not~~experienced besignificant ~~able~~fluctuations torecently. ~~reduce~~In ~~our~~addition, ~~expenses~~terrorist ~~rapidly~~attacks ~~enough~~in tothe ~~offset~~United ~~any~~States ~~unanticipated~~and ~~shortfall~~turmoil in ~~revenue.~~the IfMiddle ~~this~~East, ~~situation~~including ~~were~~the torecent ~~occur~~war between Israel and Hamas, ithave ~~could~~increased ~~adversely~~the ~~affect~~uncertainty ~~our~~in ~~operating~~the ~~results,~~United ~~cash~~States ~~flow~~economy and ~~financial~~may ~~condition.~~contribute ~~Furthermore,~~to ~~the~~a ~~semiconductor~~decline ~~industry~~in ~~has~~economic ~~periodically~~conditions, ~~experienced~~both ~~increased~~domestically ~~demand~~ and ~~production constraints~~internationally. IfTerrorist ~~this~~acts ~~happens~~and insimilar ~~the future~~events, weor ~~may~~war ~~not~~in begeneral, ~~able~~could tocontribute ~~produce~~further ~~sufficient~~to ~~quantities~~a slowdown of ~~our~~the ~~products~~market todemand ~~meet~~for ~~the~~goods ~~increased~~and services, including demand for our products. WeIf ~~may~~the ~~also~~economy ~~have~~declines ~~difficulty~~as ina ~~obtaining~~result ~~sufficient~~of ~~wafer~~the recent economic, ~~assembly~~political and ~~test~~social ~~resources~~turmoil, ~~from~~including ~~our~~any ~~subcontract~~potential ~~manufacturers.~~default ~~Any~~or ~~factor~~downgrade ~~adversely~~in ~~affecting~~ the ~~semiconductor~~rating ~~industry~~of inUnited ~~general~~States debt obligations, or ~~the~~if ~~particular~~there ~~segments~~are offurther ~~the~~terrorist ~~industry~~attacks ~~that~~in ~~our~~the ~~products~~United ~~target~~States or elsewhere, we may ~~adversely~~experience ~~affect~~decreases ~~our~~in ~~ability~~the todemand ~~generate~~for ~~revenue~~our products and ~~could~~services, ~~negatively~~which ~~impact~~may harm our operating results.

~~The~~Rapidly ~~wireless~~changing ~~communications~~standards ~~industry has, in the past, experienced pronounced downturns, and these cycles may continue in the future. A future decline in global economic conditions~~ could ~~have~~make ~~adverse, wide-ranging effects on demand for~~ our ~~products~~semiconductor ~~and~~solutions ~~for~~obsolete, ~~the~~which ~~products~~would ofcause our ~~customers,~~operating ~~particularly~~results ~~wireless~~to ~~communications equipment manufacturers or other members of the wireless industry, such as~~ suffer.

25We design our semiconductor solutions to conform to standards set by industry standard bodies, including the Institute of Electrical and Electronics Engineers, Inc., or IEEE, and the 3rd Generation Partnership Project, or 3GPP. We also depend on industry groups, such as the WiMAX Forum, to certify and maintain certification of our semiconductor solutions. If our customers adopt new or competing industry standards with which our semiconductor solutions are not compatible, or such industry groups fail to adopt standards with which our semiconductor solutions are compatible, our existing semiconductor solutions would become less desirable to our customers and our sales would suffer. The emergence of markets for our products is affected by a variety of factors beyond our control. In particular, our semiconductor solutions are designed to conform to current specific industry standards. Competing standards may emerge that are preferred by our customers, which could also reduce our sales and require us to make significant expenditures to develop new semiconductor solutions. Governments and foreign regulators may adopt standards with which our semiconductor solutions are not compatible, favor alternative technologies or adopt stringent regulations that would impair or make commercially unviable the deployment of our semiconductor solutions. In addition, products that implement existing standards may be challenged as infringing upon third-party intellectual property rights and may become obsolete.

~~Table of Contents~~25

~~wireless~~Table network operators. Inflation, deflation and economic recessions that adversely affect the global economy and capital markets also adversely affect our customers and end consumers. For example, our customers’ ability to purchase or pay for our products and services, obtain financing and upgrade wireless networks could be adversely affected, which may lead to many networking equipment providers slowing their research and development activities, canceling or delaying new product development, reducing their inventories and taking a cautious approach to acquiring our products, which would have a significant negative impact on our business. If this situation were to occur, it could adversely affect our operating results, cash flow and financial condition. In the future, any of ~~these trends may also cause our operating results to fluctuate significantly from year to year, which may increase the volatility of the price of our Common Stock.~~Contents

~~The~~Changes ~~wireless~~in ~~and~~trade ~~consumer~~policies, ~~electronics~~sanctions, ~~industry~~export iscontrols, ~~characterized~~or bybroader ~~short~~political ~~product~~and ~~cycles~~regulatory conditions, ~~significant~~including ~~fluctuations~~disruptions in ~~supply~~government ~~and demand~~operations, ~~and~~could ~~rapidly~~reduce ~~changing~~demand ~~technologies,~~for ~~and~~our weproducts, ~~may~~limit ~~not~~our beability ~~able~~ to ~~meet~~sell ~~these~~or ~~challenges~~transfer ~~successfully~~our products, or ~~consistently~~otherwise adversely affect our business.

AChanges substantial portion of our products is incorporated into wireless and consumer electronics industry. The wireless and consumer electronics industry into which we sell our products is characterized by high growth, short product cycles, significant fluctuations in ~~supply~~government ~~and~~trade ~~demand~~policies, ~~and~~including ~~rapidly~~the ~~changing~~imposition ~~technologies.~~of ~~In order to remain competitive~~tariffs, ~~wireless~~sanctions and ~~consumer~~export ~~electronics manufacturers must continuously develop new technologies~~restrictions, ~~deliver~~have ~~new~~limited ~~products~~ and ~~otherwise~~could ~~adjust~~continue ~~their business strategies~~ to ~~meet~~limit ~~these~~our ~~challenges.~~ability ~~We may not be able~~ to ~~implement~~sell ~~the necessary measures timely,~~ or ifprovide ~~at all, to mitigate these industry-wide forces. For example, We may not be able to timely reduce~~ our ~~expenses~~products toand ~~offset~~other ~~the~~items ~~impact of lower revenue in a cyclical downturn due~~ to acertain ~~reduction~~customers inand ~~demand~~suppliers, orwhich it may bematerially ~~difficult~~adversely ~~for~~affect ~~us to quickly shift the direction of~~ our ~~research~~sales and ~~development efforts in response to new market requirements. Our failure to do so could have an adverse effect on our financial condition and~~ results of operations.

~~Changes~~The inU.S. ~~current~~or ~~laws~~foreign governments have taken and may continue to take administrative, legislative or ~~the~~regulatory ~~imposition~~action ofthat ~~new~~could ~~laws~~materially ~~regulating~~interfere ~~the~~with ~~wireless~~our ~~networks~~ability to export, reexport, import and ~~radio~~transfer ~~frequency~~products ~~emission~~and ~~could~~other ~~impede~~items to certain countries, particularly China. For example, the ~~sale~~imposition of ~~our~~tariffs has resulted in higher duties owed on certain products orthat ~~otherwise~~are ~~harm~~imported ~~our~~from ~~business~~China to the United States.

~~Wireless networks can only operate in the frequency bands~~Furthermore, orwe ~~spectrum,~~have ~~allowed~~experienced ~~by regulators~~ and inmay ~~accordance~~continue ~~with~~to ~~rules~~experience ~~governing~~restrictions ~~how~~on ~~the~~our ~~spectrum~~ability ~~can~~to ~~be used. The Federal Communications Commission~~export, ~~or the FCC~~reexport, inand ~~the~~transfer ~~United~~our ~~States,~~products asand ~~well~~other asitems ~~regulators~~to incertain foreign ~~countries,~~customers ~~have~~and ~~broad~~suppliers ~~jurisdiction~~where ~~over~~exports, ~~the~~reexports, ~~allocation~~or transfers of ~~frequency~~products ~~bands~~require ~~for~~export ~~wireless~~licenses ~~networks.~~or Weare ~~therefore~~prohibited ~~rely~~by ongovernment ~~the~~action. ~~FCC~~The ~~and~~U.S. ~~international~~government ~~regulators~~has toin ~~provide~~the ~~sufficient~~past ~~spectrum~~imposed ~~and~~export ~~usage~~restrictions ~~rules.~~that ~~For~~effectively ~~example,~~banned ~~countries~~American ~~such~~companies asfrom ~~China~~exporting, ~~Taiwan~~reexporting, ~~Japan,~~and ortransferring ~~Korea~~products ~~heavily~~to ~~regulate~~certain ~~all aspects~~ of ~~their~~our ~~wireless~~customers, ~~communication industries~~ and ~~may~~imposed ~~restrict~~significant ~~spectrum~~restrictions ~~allocation~~on orthe ~~usage.~~ability ~~If further restrictions were~~ to beobtain ~~imposed~~export ~~over~~licenses ~~the~~for ~~frequency range where~~ our ~~semiconductor~~products. ~~solutions~~Such ~~are~~restrictions ~~designed~~could tohave ~~operate,~~a Wecontinuing ~~may~~negative ~~have~~impact ~~difficulty~~on inour ~~selling~~future ~~our~~revenue ~~products~~and inresults ~~those~~of ~~regions~~operations. In addition, our ~~semiconductor~~customers ~~solutions operate in the 2 and 3 gigahertz,~~ or ~~GHz,~~suppliers ~~band,~~affected ~~which in some countries is also used~~ by ~~government and commercial services such as military and commercial aviation~~U.S. ~~The~~government ~~FCC~~sanctions ~~and~~or ~~European~~threats ~~regulators have traditionally protected government uses~~ of ~~the~~sanctions 2may ~~and~~respond ~~3 GHz bands~~ by ~~setting~~developing ~~power~~their ~~limits~~own ~~and~~solutions ~~indoor~~to ~~and~~replace ~~outdoor~~our ~~designation~~products ~~and~~or ~~requiring~~by ~~that~~adopting ~~wireless~~our ~~local~~foreign ~~area~~competitors’ ~~networking~~solutions ~~devices not interfere with other users of the band such as government~~ and ~~civilian satellite services~~products. ~~Changes~~Importantly, ingovernments ~~current~~like ~~laws~~China orhave ~~regulations or~~ the ~~imposition~~ability ofto ~~new~~impose ~~laws~~countermeasures ~~and regulations~~ in ~~the~~reaction ~~United~~to ~~States~~increasing orU.S. ~~elsewhere~~government ~~regarding~~sanctions ~~the allocation~~ and ~~usage~~restrictions ofimposed ~~the 2 and 3 GHz band~~ on ~~us,~~their ~~our~~companies ~~customers or the industries in~~ which ~~we operate~~ may ~~materially and adversely~~ impact ~~the sale of~~ our ~~products~~operations and ~~our~~future ~~business,~~revenue ~~financial~~as ~~condition~~the ~~and~~compliance ~~results~~landscape ofbecomes ~~operations~~more challenging.

~~The~~Disruptions ~~large~~in ~~amount~~government operations, including partial or full shutdowns of ~~capital~~the ~~required~~U.S. tofederal ~~obtain~~government, ~~radio~~could ~~frequency~~delay ~~licenses~~regulatory approvals, ~~deploy~~export ~~and~~license ~~expand~~processing, ~~wireless~~customs ~~networks~~clearance, ~~and~~spectrum ~~obtain~~allocation, ~~new~~certification ~~subscribers~~activities, ~~could~~or ~~slow~~other ~~the~~governmental ~~growth~~actions ofnecessary for the ~~wireless~~development, ~~communications~~manufacture, ~~industry~~or ~~and~~sale of our products, which could adversely affect our ~~business~~operations and financial results.

~~Our~~We ~~growth~~cannot ispredict ~~dependent~~what ~~upon~~further ~~the~~actions ~~increased~~may ~~use~~ultimately ofbe ~~wireless~~taken ~~communications~~with ~~services~~respect ~~that utilize our technology. In order~~ to ~~provide wireless communications services~~tariffs, ~~wireless~~export ~~operators~~restrictions ~~must~~or ~~obtain~~other ~~rights~~trade tomeasures ~~use~~between ~~specific~~the ~~radio frequencies~~U.S. ~~The~~and ~~allocation~~China ofor ~~frequencies is regulated in the United States and~~ other countries ~~throughout the world~~, ~~and~~what ~~limited~~products ~~spectrum~~or ~~space~~entities ~~is allocated to wireless communications services. Industry growth~~ may be ~~affected~~subject ~~by the amount of capital required~~ to ~~obtain~~such ~~licenses to use new frequencies~~actions, ~~deploy~~or ~~wireless~~what ~~networks~~actions tomay ~~offer~~be ~~voice~~taken ~~and~~by ~~data~~other ~~services,~~countries ~~expand~~in ~~wireless networks to grow voice and data services and obtain new subscribers~~response. The ~~significant~~loss ~~cost~~ of ~~licenses,~~foreign ~~wireless~~customers ~~networks~~or ~~and~~suppliers ~~subscriber~~or ~~additions may slow~~ the ~~growth~~imposition of ~~the~~restrictions ~~industry~~on ifour ~~wireless~~ability ~~operators~~to ~~are~~sell ~~unable~~or transfer products to ~~obtain~~such customers or ~~service~~suppliers ~~the~~as ~~additional~~a ~~capital~~result ~~necessary~~of totariffs, ~~implement~~export restrictions or ~~expand~~other ~~4G/5G wireless networks~~U.S. ~~Our~~regulatory ~~growth~~actions could bematerially adversely ~~affected~~affect ifour ~~this~~sales, ~~occurs~~business and results of operations.

WeLegislative ~~may~~or ~~experience~~regulatory ainitiatives ~~decrease~~related ~~in market demand due~~ to ~~uncertain~~climate ~~economic conditions in the United States and in international markets~~change, ~~which~~as ~~has~~well ~~been~~as ~~further~~physical ~~exacerbated~~effects ~~by the concerns~~ of ~~terrorism~~climate-related events, ~~war~~could ~~and~~adversely ~~social~~affect ~~and~~our ~~political instability~~business.

~~Economic~~Climate-related ~~growth~~events, inincluding ~~the~~changes ~~United States and international markets has slowed significantly. The uncertainty~~ in ~~the~~weather ~~economic~~patterns ~~environment~~and ~~may contribute to~~ the ~~volatility~~increased infrequency ~~the~~or ~~United~~severity ~~States~~of ~~stock~~extreme ~~markets,~~weather ~~which~~or ~~has~~natural ~~experienced significant fluctuations recently. In addition~~disasters, ~~terrorist~~could ~~attacks~~disrupt inour ~~the United States and turmoil in the Middle East~~operations, ~~including~~supply ~~the recent war between Israel and Hamas~~chain, ~~have~~or ~~increased~~those ~~the~~of ~~uncertainty~~our incustomers ~~the~~or ~~United~~suppliers ~~States economy~~ and ~~may~~could ~~contribute~~adversely toaffect aour ~~decline in economic conditions, both domestically and internationally~~business. ~~Terrorist~~In ~~acts and similar events~~addition, orchanges ~~war~~ in ~~general,~~legislative ~~could contribute further to a slowdown of the market demand for goods~~ and ~~services,~~regulatory ~~including~~requirements ~~demand~~relating ~~for~~to ~~our~~climate ~~products.~~change Ifor ~~the~~environmental ~~economy~~matters ~~declines~~could ~~as a~~ result ofin ~~the~~increased ~~recent~~compliance ~~economic,~~obligations ~~political~~or ~~and social turmoil~~costs, including ~~any~~with ~~potential~~respect ~~default~~to orenergy ~~downgrade~~usage, ~~in the rating of United States debt obligations~~transportation, or ifutilities. ~~there~~Any ~~are~~such ~~further~~changes ~~terrorist~~could ~~attacks~~increase inour ~~the~~operating ~~United~~costs ~~States~~ or ~~elsewhere,~~require weoperational ~~may~~adjustments ~~experience~~and ~~decreases~~could inadversely ~~the~~affect ~~demand for~~ our ~~products and services~~business, ~~which~~results ~~may~~of ~~harm~~operations, ~~our~~or ~~operating~~financial ~~results~~condition.

26Our ability to compete is affected by certain regulatory developments that historically has benefited our products, including regulatory restrictions against distribution of similar products by Chinese companies, and changes in such regulatory requirement may adversely affect our sales.

~~Table~~Our ability to compete and sell our products may be affected by certain regulatory developments that restrict other competitors to sell into the same markets as those served by our products. Specifically, regulatory and government agencies in various jurisdictions, including the U.S., the EU, South Korea and Japan have implemented rules and regulations that limit Chinese companies from selling and distributing certain products due to concerns that China may gain access to sensitive and advanced technologies for the development and manufacturing of ~~Contents~~next-generation semiconductor products. Such regulations may include export control regulations, restriction on transfer of intellectual property and other restrictions on commercial activities and strategic transactions by Chinese companies. While we have benefited from such regulations in the past, there is no guarantee that these regulations will continue. If regulatory and government agencies decide to relax or modify these regulations to permit more companies that compete with us to enter into the same market, our business operations and financial performance may be adversely affected.

~~Rapidly~~Our ~~changing~~operating ~~standards~~results ~~could~~may ~~make~~fluctuate ~~our~~from ~~semiconductor~~period ~~solutions~~to ~~obsolete,~~period ~~which~~and ~~would~~difficulty ~~cause~~in predicting our quarterly operating results could cause the market price of our Common Stock to ~~suffer~~decline.

WeOur ~~design~~revenue ~~our~~and ~~semiconductor~~operating ~~solutions~~results tohave ~~conform~~fluctuated tosignificantly ~~standards~~from ~~set~~period byto ~~industry~~period ~~standard~~in ~~bodies, including~~ the ~~Institute~~past ~~of Electrical~~ and ~~Electronics~~will ~~Engineers,~~do ~~Inc.,~~so orin ~~IEEE, and~~ the ~~3rd Generation Partnership Project, or 3GPP~~future. WeAs ~~also~~a ~~depend on industry groups~~result, ~~such~~you asshould ~~the WiMAX Forum, to certify and maintain certification of our semiconductor solutions. If our customers adopt new or competing industry standards with which our semiconductor solutions are~~ not ~~compatible,~~rely oron ~~such industry groups fail~~ period-to-period ~~adopt~~comparisons ~~standards with which our semiconductor solutions are compatible, our existing semiconductor solutions would become less desirable to our customers and our sales would suffer. The emergence~~ of ~~markets for~~ our ~~products~~operating isresults ~~affected~~as byan aindication ~~variety~~ of ~~factors beyond~~ our ~~control.~~future ~~In particular, our semiconductor solutions are designed to conform to current specific industry standards~~performance. Competing standards may emerge that are preferred by our customers, which could also reduce our sales and require us to make significant expenditures to develop new semiconductor solutions. Governments and foreign regulators may adopt standards with which our semiconductor solutions are not compatible, favor alternative technologies or adopt stringent regulations that would impair or make commercially unviable the deployment of our semiconductor solutions. In ~~addition,~~future ~~products that implement existing standards may be challenged as infringing upon third-party intellectual property rights and may become obsolete.~~

Changes in, and the regulatory implementation of, tariffs or other government trade policies or political conditions could reduce demand for our products, limit our ability to sell our products to certain customers or our ability to comply with applicable laws and regulations.26

~~Changes~~Table ~~in government trade policies, including the imposition~~ of tariffs and export restrictions, have limited and could continue to limit our ability to sell or provide our products and other items to certain customers and suppliers, which may materially adversely affect our sales and results of operations.Contents

~~The U.S. or foreign governments have taken and may continue to take administrative~~periods, ~~legislative or regulatory action that could materially interfere with~~ our ~~ability~~revenue ~~to export, reexport, import~~ and ~~transfer~~results ~~products~~of ~~and~~operations ~~other~~may ~~items~~be tobelow ~~certain countries, particularly China. For example,~~ the ~~imposition~~expectations of ~~tariffs~~analysts ~~has~~and ~~resulted~~investors, inwhich ~~higher~~could ~~duties~~cause ~~owed~~the onmarket ~~certain~~price ~~products~~of ~~that~~our ~~are~~Common ~~imported~~Stock ~~from China~~ to ~~the United States~~decline.

~~Furthermore,~~Factors wethat ~~have experienced and~~ may ~~continue~~cause ~~to experience restrictions on~~ our ~~ability~~operating toresults ~~export, reexport, and transfer our products and other items~~ to ~~certain~~fluctuate ~~foreign~~include ~~customers~~but ~~and suppliers where exports, reexports, or transfers of products require export licenses or~~ are ~~prohibited~~not bylimited ~~government action. The U.S. government has in the past imposed export restrictions that effectively banned American companies from exporting, reexporting, and transferring products~~ to certain of our customers, and imposed significant restrictions on the ability to obtain export licenses for our products. Such restrictions could have a continuing negative impact on our future revenue and results of operations. In addition, our customers or suppliers affected by U.S. government sanctions or threats of sanctions may respond by developing their own solutions to replace our products or by adopting our foreign competitors’ solutions and products. Importantly, governments like China have the ability to impose countermeasures in reaction to increasing U.S. government sanctions and restrictions imposed on their companies which may impact our operations and future revenue as the compliance landscape becomes more challenging.:

•

Wechanges ~~cannot~~in ~~predict what further actions may ultimately be taken with respect to tariffs, export restrictions or other trade measures between~~ the ~~U.S. and China or other countries~~size, ~~what~~growth ~~products~~ or ~~entities~~growth ~~may~~prospects ~~be subject to such actions, or what actions may be taken by other countries in response. The loss~~ of ~~foreign customers or suppliers or~~ the ~~imposition~~5G of restrictions on our ability to sell or transfer products to such customers or suppliers as a result of tariffs, export restrictions or other U.S. regulatory actions could materially adversely affect our sales, business and results of operations.markets;

•

~~Legislative~~timing orand ~~regulatory~~success ~~initiatives~~of ~~related~~commercial todeployments ~~climate~~of ~~change~~and ~~could~~upgrades ~~have~~to a4G ~~material~~and ~~adverse~~the ~~effect~~next ongeneration ~~our~~5G ~~business.~~wireless networks;

•

Greenhouse gases may have an adverse effect on global temperatures, weather patterns, and the frequency and severity of extreme weather and natural disasters. Such events could have a negative effect on our ~~business.~~ability ~~Concern over climate change may result in new or additional legislative and regulatory requirements~~ to ~~reduce~~develop ~~or mitigate the effects of climate change on the environment, which could result in future tax, transportation,~~ and ~~utility~~sell ~~increases~~new ~~and~~products ~~could, in turn, have a material adverse effect on our business. There is also increased focus, including by investors, customers,~~ and ~~other~~penetrate ~~stakeholders,~~into onnew these and other sustainability matters, including the use of plastic, energy, waste, and worker safety. Our reputation could be damaged if we do not, or is perceived we do not, act responsibly with respect to sustainability matters, which could also have a material adverse effect on our business, results of operations, financial position, and cash flows.markets;

•

~~Our~~our ability to ~~compete~~successfully isdesign ~~affected~~and byrelease ~~certain~~new ~~regulatory developments that historically has benefited our~~ products, ~~including regulatory restrictions against distribution of similar products by Chinese companies, and changes~~ in ~~such~~a ~~regulatory~~timely ~~requirement~~manner ~~may~~that ~~adversely~~meet ~~affect~~ our ~~sales.~~customers’ needs;

•

~~Our~~the ~~ability~~timing toof ~~compete~~customer orders and ~~sell our products may be affected by certain regulatory developments that restrict other competitors to sell into~~ the ~~same~~delivery ~~markets~~of ~~as those served by~~ our products~~. Specifically, regulatory and government agencies in various jurisdictions,~~ ;

•

27the timing of product announcements by competitors or us;

•

~~Table~~changes in the competitive dynamics of ~~Contents~~our market, including new entrants or pricing pressures, and our ability to compete in the 4G LTE and 5G markets;

•

~~including~~changes ~~the~~in ~~U.S.,~~ the ~~EU,~~pricing South Korea and Japan have implemented rules and regulations that limit Chinese companies from selling and distributing certain products due to concerns that China may gain access to sensitive and advanced technologies for the development and manufacturing of ~~next-generation~~our ~~semiconductor~~ products. ~~Such regulations may include export control regulations, restriction on transfer of intellectual property~~ and ~~other~~any ~~restrictions~~discounts on commercial activities and strategic transactions by Chinese companies. While we have benefited from such regulations in the past, there is no guarantee that these regulations will continue. If regulatory and government agencies decide to relax or ~~modify~~rebates ~~these regulations to permit more companies~~ that ~~compete~~we ~~with~~offer us to ~~enter into the same market, our business operations and financial performance may be adversely affected.~~customers;

•

~~Our~~costs ~~operating~~associated ~~results~~with ~~may~~litigation, ~~fluctuate~~especially ~~from~~related ~~period~~ to ~~period~~intellectual property and ~~difficulty~~securities inclass ~~predicting our quarterly operating results could cause the market price of our Common Stock to decline.~~actions;

•

~~Our~~costs ~~revenue~~associated ~~and~~with ~~operating~~any ~~results~~violation ~~have~~of ~~fluctuated significantly from period to period in~~ the ~~past and will do so in the future~~U. ~~As a result, you should not rely on period-to-period comparisons of our operating results as an indication of our future performance~~S. InForeign ~~future~~Corrupt ~~periods~~Practices Act, ~~our revenue and results of operations may be below~~ the ~~expectations~~United ofKingdom ~~analysts~~Bribery ~~and investors~~Act, ~~which~~or ~~could~~other ~~cause~~similar ~~the~~foreign ~~market price of our Common Stock to decline.~~laws;

•

~~Factors~~reductions ~~that~~in ~~may~~orders ~~cause~~and ~~our~~cancellations ~~operating~~by ~~results~~our tomajor ~~fluctuate include but are not limited to:~~customers;

•

changes in ~~the~~manufacturing ~~size~~costs, ~~growth~~including orwafer, ~~growth~~test ~~prospects~~and ofassembly ~~the 5G markets~~costs;

•

~~timing~~the ~~and~~impact ~~success~~ of ~~commercial~~rising ~~deployments~~inflation of and ~~upgrades~~interest torates 4Gon ~~and~~consumer ~~the~~demand ~~next~~for ~~generation~~electronic ~~5G wireless networks~~products;

•

~~our~~availability ~~ability~~of toadequate ~~develop~~manufacturing ~~and~~capacity ~~sell~~for ~~new~~our products; and ~~penetrate into new markets;~~

•

~~our~~general ~~ability~~economic toconditions ~~successfully~~globally ~~design~~ and ~~release new products~~ in aregions ~~timely~~where ~~manner~~we ~~that meet our customers’ needs;~~operate.

~~the~~Moreover, ~~timing~~sales of ~~customer~~our ~~orders~~semiconductor solutions fluctuate from period to period due to cyclicality in the semiconductor industry and the ~~delivery~~short product life cycles and wide fluctuations in product supply and demand characteristics of this industry. We expect these cyclical conditions to continue. Due to our ~~products;~~limited operating history, we have yet to experience an established pattern of seasonality. However, business activities in Asia generally slowdown in the first quarter of each year during the lunar new year period, which could harm our sales and results of operations during the period. Our expense levels are relatively fixed in the short-term and are based, in part, on our future revenue projections. If revenue levels are below our expectations, we may experience declines in margins and profitability or incur a loss from our operations. As a result, our quarterly operating results are difficult to predict, even in the near term, which may result in our revenue and results of operations being below the expectations of analysts and investors, and which could cause the market price of the stock to decline.

~~the~~Our ~~timing~~business ofdepends ~~product~~on ~~announcements~~international bycustomers, ~~competitors~~suppliers orand operations in Asia, which subjects us; to additional risks, including increased complexity and costs of managing international operations and geopolitical instability.

~~changes~~We inrely ~~the~~on, ~~competitive~~and ~~dynamics~~expect ofto ~~our~~continue ~~market~~to rely on, ~~including~~customers ~~new~~and ~~entrants~~suppliers orlocated ~~pricing~~primarily ~~pressures~~in the Asia-Pacific region. We also have, and ~~our~~will ~~ability~~continue to ~~compete~~have, research and development facilities in ~~the~~Korea 4Gand ~~LTE~~sales offices in China, Japan, Korea and 5GTaiwan. ~~markets;~~As a result of our international focus, we are subject to a number of risks, including:

•

~~changes~~increased incomplexity ~~the~~and ~~pricing~~costs of ~~our~~managing ~~products~~international ~~and any discounts or rebates that we offer to customers~~operations;

•

~~costs~~longer ~~associated~~and ~~with~~more ~~litigation,~~difficult ~~especially~~collection ~~related~~of ~~to intellectual property and securities class actions~~receivables;

•

~~costs~~difficulties ~~associated~~in ~~with~~enforcing ~~any~~contracts ~~violation of the U.S. Foreign Corrupt Practices Act, the United Kingdom Bribery Act, or other similar foreign laws~~generally;

•

~~reductions~~limited inprotection ~~orders~~of ~~and~~our ~~cancellations~~intellectual byproperty ~~our~~and ~~major~~other ~~customers~~assets;

•

~~changes~~restrictions inon ~~manufacturing~~our ~~costs,~~ability ~~including~~to ~~wafer,~~export ~~test~~our technology from the U.S. and ~~assembly~~other ~~costs~~countries;

•

~~the~~compliance ~~impact~~with oflocal ~~rising~~laws ~~inflation~~and regulations and ~~interest~~unanticipated ~~rates~~changes onin ~~consumer~~local ~~demand~~laws ~~for~~and ~~electronic~~regulations, ~~products~~including tax laws and regulations;

•

~~availability~~complexities ofin ~~adequate~~the ~~manufacturing~~accounting ~~capacity~~and ~~for~~financial management of our ~~products~~operations; ~~and~~

•

~~general~~trade ~~economic conditions globally~~ and inforeign ~~regions~~exchange ~~where~~restrictions weand ~~operate.~~higher tariffs;

Moreover, sales of our semiconductor solutions fluctuate from period to period due to cyclicality in the semiconductor industry and the short product life cycles and wide fluctuations in product supply and demand characteristics of this industry. We expect these cyclical conditions to continue. Due to our limited operating history, we have yet to experience an established pattern of seasonality. However, business activities in Asia generally slowdown in the first quarter of each year during the lunar new year period, which could harm our sales and results of operations during the period. Our expense levels are relatively fixed in the short-term and are based, in part, on our future revenue projections. If revenue levels are below our expectations, we may experience declines in margins and profitability or incur a loss from our operations. As a result, our quarterly operating results are difficult to predict, even in the near term, which may result in our revenue and results of operations being below the expectations of analysts and investors, and which could cause the market price of the stock to decline.27

28Table of Contents

•

~~Table~~travel ~~of Contents~~restrictions;

•

~~Our~~timing ~~business~~and ~~depends~~availability onof ~~international~~import ~~customers,~~and ~~suppliers~~export licenses and ~~operations~~other ingovernmental ~~Asia~~approvals, ~~which~~permits ~~subjects~~and ~~us to additional risks~~licenses, including ~~increased~~export ~~complexity~~classification ~~and costs of managing international operations and geopolitical instability.~~requirements;

•

Weforeign ~~rely~~currency ~~on,~~exchange ~~and~~fluctuations ~~expect~~relating to continue to rely on, customers and suppliers located primarily in the Asia-Pacific region. We also have, and will continue to have, research and development facilities in Korea and sales offices in China, Japan, Korea and Taiwan. As a result of our international ~~focus,~~operating ~~we are subject to a number of risks, including:~~activities;

•

~~increased~~transportation ~~complexity~~delays and ~~costs~~limited local infrastructure and disruptions, such as large scale outages or interruptions of ~~managing~~service ~~international~~from ~~operations~~utilities or telecommunications providers;

•

~~longer~~difficulties ~~and~~in ~~more~~staffing ~~difficult~~international ~~collection of receivables~~operations;

•

~~difficulties~~adverse changes in ~~enforcing~~economic ~~contracts~~and ~~generally~~political conditions resulting from political instability, acts of terrorism, armed conflict, social unrest, and other circumstances impacting countries in which our or our customers operate, including as a result of any escalation of the current tensions between Taiwan and China;

•

~~limited~~the ~~protection~~risk of ~~our~~government ~~intellectual~~financed ~~property and other assets~~competition;

•

~~restrictions~~local onbusiness ~~our~~and ~~ability~~cultural tofactors ~~export~~that ~~our~~differ ~~technology~~ from ~~the~~our ~~U.S.~~normal standards and ~~other countries~~practices;

•

~~compliance~~differing ~~with~~employment ~~local~~practices ~~laws~~ and ~~regulations~~labor ~~and~~issues; ~~unanticipated changes in local laws~~ and ~~regulations, including tax laws and regulations;~~

•

~~complexities~~regional inhealth ~~the~~issues ~~accounting~~ and ~~financial~~natural ~~management of our operations;~~disasters.

~~trade~~In addition, although we do not conduct any business in North Korea, any future increase in political or military tensions between South Korea and ~~foreign~~North ~~exchange~~Korea, ~~restrictions~~or between the U.S. and ~~higher~~North ~~tariffs;~~Korea, may adversely affect our business, financial condition and results of operations.

~~travel~~Our ~~restrictions;~~business operations could be significantly harmed by natural disasters or global epidemics.

~~timing~~We have research and ~~availability~~development facilities located in San Jose, California which could suffer significant business disruption due to earthquakes. A significant portion of ~~import~~our products is manufactured by third-party contractors located in the Pacific Rim region, including Taiwan. The risk of an earthquake or tsunami in Taiwan and ~~export~~elsewhere ~~licenses~~in the Pacific Rim region is significant due to the proximity of major earthquake fault lines to the facilities of our foundry vendors and ~~other~~assembly ~~governmental~~and ~~approvals~~test subcontractors. In the event of an earthquake, ~~permits~~our customers and ~~licenses~~suppliers may be affected by rolling blackouts, ~~including~~decreased ~~export~~access ~~classification~~to ~~requirements;~~raw materials and limited ability to ship inventory. If these conditions persist, we may experience delay or cancellation of orders from our customers if they are unable to obtain adequate supplies of components needed for the manufacture of their products that incorporate our components. We may also experience shortages of key materials required for the assembly of our own products, which could limit our ability to manufacture and ship these products. In either event, our net sales and results of operations could be adversely affected. We are not currently covered by insurance against business disruption caused by earthquakes.

~~foreign~~Our ~~currency~~business ~~exchange~~could ~~fluctuations~~be ~~relating~~adversely affected by epidemics or outbreaks such as COVID-19, avian flu or H1N1 flu, also known as swine flu. An outbreak of respiratory virus in the human population, or another similar health crisis, could adversely affect the economies and financial markets of many countries, particularly in Asia. Moreover, any related disruptions to transportation or the free movement of persons could hamper our ~~international~~operations ~~operating~~and ~~activities;~~force us to close our offices temporarily.

~~transportation~~The ~~delays~~occurrence ~~and~~of ~~limited~~any ~~local~~of ~~infrastructure~~the foregoing or other natural or man-made disasters could cause damage or disruption to us, our employees, operations, distribution channels, markets and ~~disruptions~~customers, ~~such~~which ascould ~~large~~result ~~scale~~in ~~outages~~significant delays in deliveries or ~~interruptions~~substantial shortages of ~~service~~our ~~from~~products ~~utilities~~and oradversely ~~telecommunications~~affect ~~providers;~~our business results of operations, financial condition, or prospects.

~~difficulties~~Failure into ~~staffing~~comply ~~international~~with ~~operations;~~governmental laws and regulations could harm our business.

~~adverse~~Our ~~changes~~business inis ~~economic~~subject to regulation by various federal, state, local and ~~political~~foreign ~~conditions~~governmental ~~resulting~~agencies, ~~from~~including ~~political~~agencies ~~instability~~responsible for monitoring and enforcing employment and labor laws, ~~acts~~workplace ofsafety, ~~terrorism~~product safety, ~~armed~~environmental ~~conflict~~laws, ~~social~~consumer ~~unrest~~protection laws, anti-bribery laws, import/export controls, federal securities laws and ~~other~~tax ~~circumstances~~laws ~~impacting~~and ~~countries~~regulations. In certain jurisdictions, these regulatory requirements are more stringent than in ~~which~~the United States. It is expected that new environmental laws and regulations will impact our products and operations, and although we cannot predict the ultimate impact of any such changes, they may increase our operating and manufacturing costs or result in increased penalties, which could harm our ~~customers~~business. ~~operate~~Noncompliance with applicable regulations or requirements could subject us to investigations, ~~including~~sanctions, asmandatory aproduct ~~result~~recalls, ofenforcement actions, fines, damages, civil and criminal penalties or injunctions. If any ~~escalation~~governmental ofsanctions ~~the~~are ~~current~~imposed, ~~tensions~~or ~~between~~if ~~Taiwan~~we do not prevail in any possible civil or criminal litigation, our business, operating results and ~~China;~~financial condition could be adversely affected. In addition, we may incur significant costs to respond to or defend against adverse government proceedings, and these actions may divert our management’s attention and resources. Enforcement actions and sanctions could harm our business, operating results and financial condition.

~~the risk of government financed competition;~~28

~~local~~Table ~~business~~of ~~and cultural factors that differ from our normal standards and practices;~~Contents

~~differing~~The ~~employment~~enactment ~~practices~~of ~~and~~legislation ~~labor~~implementing ~~issues;~~changes in the U.S. taxation of international business activities or the adoption of other tax reform policies could materially impact our financial position and results of operations.

~~regional~~The ~~health~~U.S. ~~issues~~government has made public statements indicating that it has made international tax reform a priority, and ~~natural~~key ~~disasters~~members of the U.S. Congress have conducted hearings and proposed new legislation. Recent changes to U.S. tax laws, including limitations on the ability of taxpayers to claim and utilize foreign tax credits and the deferral of certain tax deductions until earnings outside of the United States are repatriated to the United States, as well as changes to U.S. tax laws that may be enacted in the future, could impact the tax treatment of our foreign earnings. Due to the large and expanding scale of our international business activities, any changes in the U.S. taxation of such activities may increase our worldwide effective tax rate and harm our financial condition, and results of operations.

~~Our~~We ~~business~~may experience significant fluctuations in our results of operations, ~~could~~including beas ~~significantly~~a ~~harmed~~result byof ~~natural~~seasonality, ~~disasters~~making orit ~~global~~difficult ~~epidemics~~to project future results.

WeOur ~~have~~operating ~~research~~results ~~and~~may ~~development~~vary ~~facilities~~significantly ~~located~~and inare ~~San~~not ~~Jose,~~necessarily ~~California~~an ~~which~~indication ~~could~~of ~~suffer~~future ~~significant~~performance. ~~business~~These ~~disruption~~fluctuations ~~due~~may tobe ~~earthquakes.~~a Aresult ~~significant~~of ~~portion~~a variety of ~~our~~factors, ~~products~~some isof ~~manufactured~~which byare ~~third-party~~beyond ~~contractors~~our ~~located~~control, insuch ~~the~~as ~~Pacific~~general ~~Rim~~market ~~region,~~and ~~including~~industry ~~Taiwan.~~trends ~~The~~or ~~risk~~the operations of anour ~~earthquake~~partners orand ~~tsunami~~collaborators. inOur ~~Taiwan~~ability ~~and~~to ~~elsewhere~~attract inand ~~the~~retain ~~Pacific~~new ~~Rim~~customers ~~region~~and issuppliers, ~~significant~~increased ~~due~~competition toin the ~~proximity~~markets ofin ~~major~~which ~~earthquake~~we ~~fault~~operate, ~~lines~~our ability to ~~the~~expand ~~facilities of~~ our ~~foundry~~operations ~~vendors~~in ~~and~~new ~~assembly~~ and ~~test~~existing ~~subcontractors.~~markets, Inour ~~the~~ability ~~event~~to ofmaintain an ~~earthquake,~~adequate ~~our~~growth ~~customers~~rate and ~~suppliers~~effectively ~~may~~manage bethat ~~affected by rolling blackouts~~growth, ~~decreased~~our ~~access~~ability to ~~raw~~keep ~~materials~~pace ~~and~~with ~~limited~~technological ~~ability~~changes toin ~~ship~~the ~~inventory.~~industries Ifin ~~these~~which ~~conditions~~we ~~persist~~operate, wechanges ~~may~~in ~~experience~~governmental ~~delay~~ or ~~cancellation~~other ofregulations ~~orders~~affecting ~~from~~ our ~~customers~~business, ifharm ~~they are unable~~ to ~~obtain~~our ~~adequate~~brand ~~supplies~~or ofreputation, ~~components~~and ~~needed~~other ~~for~~risks ~~the~~described ~~manufacture~~elsewhere ofin ~~their~~these ~~products~~risk ~~that~~factors. ~~incorporate~~As ~~our~~such, ~~components.~~we We may ~~also~~not ~~experience~~accurately ~~shortages~~forecast ofour ~~key~~operating ~~materials~~results. ~~required~~A ~~for~~significant ~~the~~portion ~~assembly~~ of our ~~own~~expenses ~~products~~and investments are fixed, ~~which~~and ~~could~~we ~~limit~~may ~~our~~not ~~ability~~be able to ~~manufacture~~adjust ~~and~~our ~~ship~~spending ~~these~~quickly ~~products.~~enough Inif ~~either~~our ~~event,~~revenue ~~our~~is ~~net~~less ~~sales~~than ~~and~~expected, ~~results~~resulting ofin ~~operations~~losses ~~could~~that beexceed ~~adversely~~our ~~affected~~expectations. WeIf we are ~~not~~unable ~~currently~~to ~~covered~~achieve bysustained ~~insurance~~profits, ~~against~~our business, ~~disruption~~financial ~~caused~~condition, byand ~~earthquakes~~results of operations would be negatively impacted.

~~Our~~We ~~business~~may ~~could~~ be ~~adversely~~subject ~~affected~~to bysecurities ~~epidemics~~ or ~~outbreaks~~class ~~such~~action ~~as COVID-19~~litigation, ~~avian~~which ~~flu~~is orexpensive ~~H1N1~~and ~~flu, also known as swine flu. An outbreak of respiratory virus in the human population, or another similar health crisis,~~ could ~~adversely~~divert ~~affect~~management ~~the economies and~~ attention.

29Our share price may be volatile and, in the past, companies that have experienced volatility in the market price of their stock have been subject to securities litigation, including class action litigation. We may be the target of this type of litigation in the future. Litigation of this type could result in substantial costs and diversion of management’s attention and resources, which could have a material adverse effect on our business, financial condition, and results of operations. Any adverse determination in litigation or any amounts paid to settle any such actual or threatened litigation could require that we make significant payments and/or could also subject us to significant liabilities.

~~Table~~Our Charter and Bylaws provide for an exclusive forum in the Court of ~~Contents~~Chancery of the State of Delaware for certain disputes between us and our stockholders, and that the federal district courts of the United States will be the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act.

~~financial~~Our ~~markets~~Charter and Bylaws provide that: unless we consent in writing to the selection of ~~many~~an ~~countries~~alternative forum, ~~particularly~~(i) in(a) ~~Asia.~~any ~~Moreover~~derivative action or proceeding brought on behalf of the Company, (b) any ~~related~~action ~~disruptions~~asserting a claim of breach of a fiduciary duty owed by any current or former director, officer, other employee or stockholder of the Company to ~~transportation~~the Company or its stockholders, (c) any action asserting a claim against the ~~free~~Company ~~movement~~or its current or former directors, officers, employees, or stockholders arising pursuant to any provision of ~~persons~~the ~~could~~DGCL, ~~hamper~~the Charter or Bylaws (as either may be amended or restated) or as to which DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (d) any action asserting a claim against the Company or our ~~operations~~current ~~and~~or ~~force~~former usdirectors, officers, employees, or stockholders governed by the internal affairs doctrine of the law of the State of Delaware shall, to ~~close~~the fullest extent permitted by law, be brought by any stockholder (including a beneficial owner) exclusively in the Court of Chancery of the State of Delaware or, solely if such court does not have subject matter jurisdiction thereof, in the United States District Court for the District of Delaware; and (ii) the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Nothing in our ~~offices~~Charter ~~temporarily~~or Bylaws precludes stockholders that assert claims under the Exchange Act from bringing such claims in federal court to the extent that the Exchange Act confers exclusive federal jurisdiction over such claims, subject to applicable law.

~~The~~We ~~occurrence~~believe ofthese ~~any~~provisions ofmay ~~the~~benefit ~~foregoing~~us orby ~~other~~providing ~~natural~~increased orconsistency ~~man-made~~in ~~disasters~~the ~~could~~application ~~cause~~of ~~damage~~Delaware orlaw ~~disruption~~and tofederal ~~us,~~securities ~~our~~laws ~~employees~~by chancellors and judges, ~~operations~~as applicable, ~~distribution~~particularly ~~channels~~experienced in resolving corporate disputes, ~~markets~~efficient administration of cases on a more expedited schedule relative to other forums and ~~customers,~~protection ~~which~~against ~~could~~the ~~result~~burdens inof ~~significant~~multi-forum ~~delays~~litigation. inIf ~~deliveries~~a orcourt ~~substantial~~were ~~shortages~~to find the choice of forum provision that is contained in our ~~products~~Charter ~~and~~or our Bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition, and results of operations,. ~~financial~~For ~~condition~~example, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or ~~prospects.~~liability created by the Securities Act or the rules and regulations

~~Failure to comply with governmental laws and regulations could harm our business.~~29

~~Our~~Table business is subject to regulation by various federal, state, local and foreign governmental agencies, including agencies responsible for monitoring and enforcing employment and labor laws, workplace safety, product safety, environmental laws, consumer protection laws, anti-bribery laws, import/export controls, federal securities laws and tax laws and regulations. In certain jurisdictions, these regulatory requirements are more stringent than in the United States. It is expected that new environmental laws and regulations will impact our products and operations, and although we cannot predict the ultimate impact of any such changes, they may increase our operating and manufacturing costs or result in increased penalties, which could harm our business. Noncompliance with applicable regulations or requirements could subject us to investigations, sanctions, mandatory product recalls, enforcement actions, fines, damages, civil and criminal penalties or injunctions. If any governmental sanctions are imposed, or if we do not prevail in any possible civil or criminal litigation, our business, operating results and financial condition could be adversely affected. In addition, we may incur significant costs to respond to or defend against adverse government proceedings, and these actions may divert our management’s attention and resources. Enforcement actions and sanctions could harm our business, operating results and financial condition.Contents

~~The~~thereunder. ~~enactment~~Accordingly, ofthere ~~legislation~~is ~~implementing~~uncertainty ~~changes~~as into ~~the~~whether ~~U.S.~~a ~~taxation~~court ofwould ~~international~~enforce ~~business~~such ~~activities~~a orforum ~~the~~selection ~~adoption~~provision ofas ~~other~~written ~~tax~~in ~~reform~~connection ~~policies~~with ~~could~~claims ~~materially~~arising ~~impact~~under ~~our~~the ~~financial~~Securities ~~position and results of operations~~Act.

The ~~U.S.~~choice ~~government~~of ~~has~~forum ~~made~~provisions ~~public~~may ~~statements~~limit ~~indicating that it has made international tax reform~~ a ~~priority,~~stockholder’s ~~and~~ability ~~key members of the U.S. Congress have conducted hearings and proposed new legislation. Recent changes~~ to ~~U.S.~~bring ~~tax~~a ~~laws,~~claim ~~including~~in ~~limitations~~a onjudicial ~~the~~forum ~~ability~~that ofit ~~taxpayers~~finds tofavorable ~~claim~~for ~~and~~disputes ~~utilize~~with ~~foreign~~us ~~tax~~or ~~credits~~any ~~and the deferral~~ of ~~certain~~our ~~tax~~current ~~deductions~~or ~~until~~former ~~earnings~~director, ~~outside~~officer, ofother ~~the~~employee, ~~United~~agent, ~~States~~or ~~are~~stockholder ~~repatriated~~ to the ~~United States~~Company, aswhich ~~well~~may asdiscourage ~~changes~~such toclaims ~~U.S.~~against ~~tax~~us ~~laws~~or ~~that~~any ~~may~~of beour ~~enacted~~current inor ~~the~~former ~~future~~director, ~~could~~officer, ~~impact~~other ~~the~~employee, ~~tax~~agent, ~~treatment~~or ofstockholder ~~our foreign earnings. Due~~ to the ~~large~~Company and ~~expanding~~result ~~scale of our international business activities, any changes~~ in ~~the~~increased ~~U.S.~~costs ~~taxation~~for ofinvestors ~~such~~to ~~activities~~bring ~~may~~a ~~increase our worldwide effective tax rate and harm our financial condition, and results of operations~~claim.

~~Risks~~The ~~Related~~loss of any of our key personnel could seriously harm our business, and our failure to ~~Being~~attract aor ~~Public~~retain ~~Company~~specialized technical, management or sales and marketing talent could impair our ability to grow our business.

We ~~may~~believe ~~experience~~our ~~significant~~future ~~fluctuations~~success will depend in large part upon our ~~results~~ability to attract, retain and motivate highly skilled management, engineering, sales and marketing personnel. The loss of ~~operations~~any key employees or the inability to attract, retain or motivate qualified personnel, including asengineers aand ~~result~~sales ofand ~~seasonality~~marketing personnel, ~~making~~could itdelay ~~difficult~~the development and introduction of our products and harm our ability to ~~project~~sell our semiconductor solutions. We believe that our future ~~results~~success is dependent on the contributions of our senior management members, some of whom do not have any employment agreements. If any of these individuals were to leave unexpectedly, we could face substantial difficulty in hiring qualified successors and could experience a loss in productivity during the search for any such successor and while any successor is integrated into our business and operations.

Our ~~operating~~key ~~results~~technical ~~may vary significantly~~ and ~~are~~engineering ~~not~~personnel ~~necessarily~~represent ~~an indication of future performance. These fluctuations may be~~ a ~~result~~significant ofasset aand ~~variety~~serve ~~of factors, some of which are beyond our control, such~~ as ~~general market and industry trends or~~ the ~~operations~~source of our ~~partners~~technological and ~~collaborators~~product innovations. ~~Our~~We ~~ability~~plan to ~~attract~~recruit ~~and~~design ~~retain new customers~~ and ~~suppliers,~~application ~~increased~~engineers competition in the markets in which we operate, our ability to expand our operations in new and existing markets, our ability to maintain an adequate growth rate and effectively manage that growth, our ability to keep pace with ~~technological~~expertise ~~changes~~ in ~~the~~wireless ~~industries~~communications ~~in which we operate, changes in governmental or other regulations affecting our business, harm to our brand or reputation, and other risks described elsewhere in these risk factors~~technologies. AsWe ~~such, we~~ may not ~~accurately forecast our operating results. A significant portion of our expenses and investments are fixed, and we may not~~ be ~~able~~successful toin ~~adjust our spending quickly enough if our revenue is less than expected~~attracting, ~~resulting~~retaining inand ~~losses~~motivating ~~that~~sufficient ~~exceed~~numbers ~~our~~of ~~expectations.~~technical Ifand weengineering ~~are~~personnel ~~unable~~ to ~~achieve~~support ~~sustained profits,~~ our ~~business,~~anticipated ~~financial condition, and results of operations would be negatively impacted~~growth.

WeIn ~~may~~addition, beto ~~subject~~expand our customer base and increase sales to ~~securities~~existing orcustomers, ~~class~~we ~~action~~will ~~litigation~~need to hire additional qualified sales and marketing personnel. The competition for qualified marketing, ~~which~~sales, technical and engineering personnel in our industry is ~~expensive~~very intense. If we are unable to hire, train and ~~could~~retain ~~divert~~qualified ~~management~~marketing, ~~attention~~sales, technical and engineering personnel in a timely manner, our ability to grow our business will be impaired. In addition, if we are unable to retain our existing sales personnel, our ability to maintain or grow our current level of revenue will be adversely affected.

~~Our~~Being ~~share~~a ~~price~~public ~~may~~company beincreases ~~volatile~~our ~~and,~~operating incosts ~~the~~and ~~past,~~administrative ~~companies~~burdens ~~that~~and ~~have~~exposes ~~experienced~~us ~~volatility~~to inrisks ~~the~~relating ~~market~~to ~~price~~compliance ofwith ~~our~~public ~~stock~~company ~~have~~reporting ~~been subject to securities litigation~~requirements, including ~~class action litigation. We may be~~ the ~~target~~evaluation of ~~this~~our ~~type~~internal ofcontrol ~~litigation~~over infinancial ~~the~~reporting ~~future.~~under ~~Litigation~~Section of404 ~~this type could result in substantial costs and diversion~~ of ~~management’s~~the ~~attention~~Sarbanes-Oxley ~~and~~Act ~~resources, which could have a material adverse effect on our business, financial condition, and results~~ of ~~operations~~2002. Any adverse determination in litigation or any amounts paid to settle any such actual or threatened litigation could require that us make significant payments and/or could also subject us to significant liabilities.

~~Our~~As ~~Charter~~a ~~and~~public ~~Bylaws~~company, ~~provide~~we ~~for~~are anrequired ~~exclusive~~to ~~forum~~comply inwith additional laws and regulations, including the ~~Court~~Sarbanes-Oxley Act of ~~Chancery~~2002, the Dodd-Frank Act, and related rules of the ~~State~~SEC and requirements of ~~Delaware~~the ~~for~~NYSE. ~~certain~~Complying ~~disputes~~with ~~between~~these uslaws and regulations requires the time and attention of our ~~stockholders,~~Board and ~~that~~management and increases our expenses. Among other things, it requires the ~~federal~~following: ~~district~~establishing, ~~courts~~evaluating and maintaining a system of internal control over financial reporting in compliance with the ~~United~~requirements ~~States~~of ~~will~~Section be404 of the ~~exclusive~~Sarbanes-Oxley ~~forum~~Act ~~for~~and the ~~resolution~~related rules and regulations of ~~any~~the ~~complaint~~SEC ~~asserting~~and athe ~~cause~~PCAOB; the preparation and distribution of ~~action~~periodic reports in compliance with our obligations under the ~~Securities~~federal ~~Act~~securities laws; the establishment of internal policies, principally those relating to disclosure control and procedures and corporate governance; instituting a more comprehensive compliance function; and the involvement to a greater degree our outside legal counsel and accountants in the above activities.

~~Our~~We ~~Charter~~are required to provide, ~~that:~~management’s ~~unless~~assessment weof ~~consents~~the ineffectiveness ~~writing~~of our internal control over financial reporting under Section 404(a). If we fail to comply with the ~~selection~~requirements of anSection ~~alternative~~404 ~~forum~~in a timely manner, ~~(i)~~we ~~(a)~~might ~~any~~be ~~derivative~~subject ~~action~~to sanctions or ~~proceeding~~investigation ~~brought~~by onregulatory ~~behalf~~agencies ofsuch usas the SEC. In addition, ~~(b)~~failure ~~any~~to ~~action~~comply ~~asserting~~with aSection ~~claim~~404 ofor ~~breach~~the report by us of a ~~fiduciary~~material ~~duty~~weakness ~~owed~~may bycause ~~any~~investors ~~current~~to lose confidence in our consolidated financial statements or ~~former~~the ~~director~~trading price of our Common Stock to decline. If we fail to remediate any material weakness, ~~officer~~our consolidated financial statements may be inaccurate, our access to the capital markets may be restricted and the trading price of our Common Stock may decline.

30We are required to disclose control deficiencies that constitute a “material weakness” or changes in internal controls that materially affect, or are reasonably likely to materially affect, internal control over financial reporting. A “control deficiency” exists when the design or operation of a control does not allow management or employees, in the normal course of performing their assigned functions, to prevent or detect misstatements on a timely basis. A “significant deficiency” is a control deficiency, or combination of control deficiencies, that adversely affects the ability to initiate, authorize, record, process, or report financial data reliably in accordance with generally accepted accounting principles that results in more than a remote likelihood that a misstatement of financial statements that is more than inconsequential will not be prevented or detected. A “material weakness” is a significant deficiency, or a combination of significant deficiencies, that results in more than a remote likelihood that a material misstatement of the annual or interim financial statements will not be prevented or detected.

~~Table of Contents~~30

~~other~~Table ~~employee or stockholder~~ of ours to our or our stockholders, (c) any action asserting a claim against us or our current or directors, officers, employees, or stockholders arising pursuant to any provision of DGCL, the Charter or Bylaws (as either may be amended or restated) or as to which DGCL confers jurisdiction on the Court of Chancery of the State of Delaware or (d) any action asserting a claim against us or our current or former directors, officers, employees, or stockholders governed by the internal affairs doctrine of the law of the State of Delaware shall, to the fullest extent permitted by law, be brought by any stockholder (including a beneficial owner) exclusively in the Court of Chancery of the State of Delaware or, solely if such court does not have subject matter jurisdiction thereof, in the United States District Court for the District of Delaware; and (ii) the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Nothing in our Charter or Bylaws precludes stockholders that assert claims under the Exchange Act from bringing such claims in federal court to the extent that the Exchange Act confers exclusive federal jurisdiction over such claims, subject to applicable law.Contents

WeOur ~~believe~~business ~~these provisions may benefit us by providing increased consistency in the application of Delaware law~~ and ~~federal~~operations ~~securities~~could ~~laws~~suffer ~~by chancellors and judges, as applicable, particularly experienced~~ in ~~resolving corporate disputes, efficient administration of cases on a more expedited schedule relative to other forums and protection against~~ the ~~burdens~~event of ~~multi-forum~~security ~~litigation~~breaches. If a court were to find the choice of forum provision that is contained in our Charter or our Bylaws to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could materially adversely affect our business, financial condition, and results of operations. For example, Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, there is uncertainty as to whether a court would enforce such a forum selection provision as written in connection with claims arising under the Securities Act.

~~The~~Attempts ~~choice~~by ofothers ~~forum~~to ~~provisions~~gain ~~may~~unauthorized ~~limit~~access ato ~~stockholder’s~~our ~~ability~~information technology systems are becoming more sophisticated and more frequent. These attempts, which might be related to ~~bring~~industrial aor ~~claim~~other inespionage, ainclude ~~judicial~~covertly ~~forum~~introducing malware to our computers and networks and impersonating authorized users, among others. These attempts may also include phishing, social engineering, credential theft, and ransomware attacks. Hackers may also develop and deploy viruses, worms and other malicious software programs that itattack ~~finds~~or ~~favorable~~otherwise ~~for~~exploit ~~disputes~~security ~~with~~vulnerabilities usin our systems or ~~any~~products. Cybersecurity incidents may also arise from insider threats, inadvertent employee actions, or vulnerabilities in third-party software, cloud services, or service providers. Attacks may create system disruptions, cause shutdowns or result in the corruption of our ~~current~~engineering data, which could result in delays in product development or ~~former~~software ~~director~~updates and adversely affect our business. Cybersecurity incidents could also disrupt our manufacturing operations, ~~officer~~supply chain, customer support, or other ~~employee~~business processes. Additionally, ~~agent~~the theft, unauthorized use or ~~stockholder~~publication toof ~~the~~our ~~Company~~intellectual property and/or confidential business information could harm our competitive position, ~~which~~reduce ~~may~~the ~~discourage~~value ~~such~~of ~~claims~~our ~~against~~investment usin research and development and other strategic initiatives or otherwise adversely affect our business. To the extent that any security breach results in inappropriate disclosure of our ~~current~~customers’ or ~~former~~business ~~director~~partners’ confidential information, ~~officer~~we may incur liability as a result, including contractual claims, litigation, or regulatory investigations. We could also suffer monetary and other ~~employee~~losses, ~~agent~~including reputational harm, and loss of customer confidence, and we may not be able to recover all such costs or ~~stockholder~~losses through insurance or other means. We seek to detect and investigate all security incidents and to prevent their recurrence, but in some cases, we might be unaware of an incident or its magnitude and effects for an extended period of time. While we have identified attempts at unauthorized access to our systems and are not aware of any that have been successful, we cannot assure that we will not experience a cybersecurity incident that could materially affect our operations in the ~~Company~~future. In addition, our customers, partners and suppliers may experience cybersecurity attacks that may indirectly affect our ability to conduct business with them or result in ~~increased~~cybersecurity ~~costs~~breaches in our network, which may adversely affect our business operations. Further, cybersecurity incidents affecting third parties could lead to interruptions in their operations, delays in their product development or procurement activities, or reduced demand for ~~investors~~our products. We expect to ~~bring~~continue ato ~~claim~~devote resources to the security of our information technology systems.

The loss of any of our key personnel could seriously harm our business, and our failure to attract or retain specialized technical, management or sales and marketing talent could impair our ability to grow our businessNone.

Our ~~key~~cybersecurity ~~technical~~risk ~~and~~management ~~engineering~~process ~~personnel~~is ~~represent~~an aintegral ~~significant~~part ~~asset~~of ~~and~~our ~~serve~~overall asenterprise ~~the~~risk ~~source~~management offramework. ~~our~~This ~~technological~~process, ~~and~~overseen ~~product~~by ~~innovations.~~our WeInformation ~~plan~~Technology (“IT”) Director, aims to ~~recruit~~assess, ~~design~~identify, and ~~application~~manage ~~engineers~~material ~~with~~risks ~~expertise~~from incybersecurity ~~wireless~~threats. ~~communications~~Our ~~technologies.~~approach Weis ~~may~~designed ~~not~~to beprotect ~~successful~~the inconfidentiality, ~~attracting~~integrity, ~~retaining~~ and ~~motivating~~availability ~~sufficient~~of ~~numbers~~our ofcritical ~~technical~~information systems and ~~engineering~~data, ~~personnel~~including tointellectual ~~support~~property ~~our~~and ~~anticipated~~confidential ~~growth~~information.

InWe ~~addition,~~conduct toperiodic ~~expand~~risk ~~our~~assessments ~~customer~~to ~~base~~identify ~~and~~potential ~~increase~~internal ~~sales~~and toexternal ~~existing~~cybersecurity ~~customers,~~threats. weThese ~~will~~assessments ~~need~~evaluate tothe ~~hire~~likelihood ~~additional~~of ~~qualified~~the ~~sales~~occurrence and ~~marketing~~potential ~~personnel.~~impact ~~The~~of ~~competition~~such ~~for qualified marketing~~threats, ~~sales,~~as ~~technical~~well ~~and~~as ~~engineering~~the ~~personnel~~adequacy inof our ~~industry~~existing ~~is very intense. If we are unable to hire~~policies, ~~train and retain qualified marketing~~procedures, ~~sales~~systems, ~~technical~~ and ~~engineering~~controls. ~~personnel~~These inassessments aalso ~~timely~~consider ~~manner,~~cybersecurity ~~our~~risks ~~ability~~associated towith ~~grow~~certain ~~our~~third-party ~~business~~service ~~will~~providers bethat ~~impaired.~~have Inaccess ~~addition, if we are unable~~ to ~~retain~~ our ~~existing~~systems ~~sales personnel, our ability to maintain~~ or ~~grow our current level of revenue will be adversely affected~~data.

~~Being~~The aboard ~~public~~of ~~company~~directors ~~will~~(the ~~increase~~“Board”) oversees our ~~expenses~~cybersecurity ~~and~~risk ~~administrative~~management ~~workload~~process, and ~~will~~the ~~expose~~Audit usCommittee tohas ~~risks~~the ~~relating~~authority and power to ~~evaluation~~provide specific oversight of cybersecurity matters. Our IT Director who has extensive experience in information systems and cybersecurity, leads our ~~internal~~cybersecurity ~~control~~strategy, ~~over~~policy, ~~financial~~standards, ~~reporting~~architecture, ~~required~~and byprocesses. ~~Section~~The ~~404~~IT ofDirector reports to the ~~Sarbanes-Oxley~~Chief ~~Act~~Financial Officer (“CFO”). The CFO provides regular updates to the Board, Audit Committee, and executive management on the status of ~~2002~~our cybersecurity posture and any material threats.

AsOur acybersecurity ~~public~~program ~~company,~~employs weindustry-standard ~~are~~methodologies ~~required~~ to ~~comply~~manage ~~with~~cybersecurity ~~additional laws and regulations~~risks, including ~~the~~secure ~~Sarbanes-Oxley~~network ~~Act~~infrastructure ~~of 2002~~design, ~~the~~continuous ~~Dodd-Frank~~security ~~Act~~updates, and ~~related~~automated ~~rules~~alerts offor ~~the~~suspicious ~~SEC and requirements of the NYSE~~activities. We ~~were~~also ~~not~~conduct ~~required~~regular totraining ~~comply~~for ~~with~~employees ~~these~~at ~~laws~~all ~~and~~levels ~~requirements~~on ascybersecurity aawareness ~~private company. Complying with these laws~~ and ~~regulations requires~~ the ~~time~~protection ~~and attention~~ of ~~our~~confidential ~~Board and management and increases our expenses~~information. Among other things, it requires the following: establishing, evaluating and maintaining a system of internal control over financial reporting in compliance with the requirements of Section 404 of the Sarbanes-Oxley Act and the related rules and regulations of the SEC and the PCAOB; the preparation and distribution of periodic reports in compliance with our obligations under the federal securities laws; the establishment of internal policies, principally those relating to disclosure control and

31In the event of a cybersecurity incident, our incident response process is designed to detect, respond to, and mitigate the impact. Significant incidents are escalated to a team of business leaders, including our Chief Executive Officer and CFO, who work with our incident response team to assess and address the situation. The Audit Committee oversees management’s response to significant incidents and ensures compliance with disclosure requirements. Our incident response procedures include coordination with relevant third-party service providers, as applicable, to assess and address incidents that may impact our systems or data.

~~Table~~To ofmaintain ~~Contents~~high security standards, we leverage third-party tools and services that adhere to industry best practices, including multi-layer authentication. Despite our efforts, we acknowledge that cybersecurity threats are constantly evolving, and we remain vigilant in our efforts to protect our information systems and data.

~~procedures and corporate governance; instituting a more comprehensive compliance function; and the involvement to a greater degree our outside legal counsel and accountants in the above activities.~~31

WeTable ~~are required to comply with Section 404 in our annual report for the year ending December 31, 2024. If we fail to comply with the requirements~~ of Section 404 in a timely manner, we might be subject to sanctions or investigation by regulatory agencies such as the SEC. In addition, failure to comply with Section 404 or the report by us of a material weakness may cause investors to lose confidence in our consolidated financial statements or the trading price of our Common Stock to decline. If we fail to remediate any material weakness, our consolidated financial statements may be inaccurate, our access to the capital markets may be restricted and the trading price of our Common Stock may decline.Contents

As aof ~~public~~December ~~company~~31, ~~we will be required to report~~2025, ~~among~~we ~~other~~have ~~things,~~not ~~control~~identified ~~deficiencies~~any ~~that~~cybersecurity ~~constitute~~threats ~~a “material weakness” or changes in internal controls~~ that ~~materially~~have ~~affect, or are reasonably likely to~~ materially ~~affect,~~affected ~~internal~~our ~~control~~business ~~over financial reporting. A “control deficiency” exists when the design or operation of a control does not allow management or employees~~strategy, inresults ~~the normal course~~ of ~~performing their assigned functions~~operations, ~~to prevent~~ or ~~detect~~financial ~~misstatements on a timely basis~~condition. ~~A “significant deficiency” is a control deficiency~~However, orwe ~~combination~~recognize ~~of control deficiencies,~~ that ~~adversely~~future ~~affects~~incidents ~~the~~could ~~ability~~have ~~to initiate, authorize, record, process, or report financial data reliably in accordance with generally accepted accounting principles that results in more than~~ a ~~remote likelihood that a misstatement of financial statements that is more than inconsequential will not be prevented or detected. A “~~material ~~weakness”~~adverse iseffect aon ~~significant~~our ~~deficiency~~business, orfinancial ~~a combination of significant deficiencies~~condition, ~~that~~ results ~~in more than a remote likelihood that a material misstatement~~ of ~~the~~operations, ~~annual~~cash orflows, ~~interim financial statements will not be prevented~~ or ~~detected~~reputation.

~~Our~~For ~~business~~further ~~and~~discussion ~~operations~~of ~~could~~cybersecurity ~~suffer~~risks, inplease refer to the ~~event~~“Risk ofFactors” ~~security~~section ~~breaches~~under the heading “General Risks Related to the Company.”

~~Item~~Our 1Bprincipal executive offices are located in San Jose, California, and consist of approximately 5,900 square feet under a lease that expires in October 2026. ~~Unresolved~~This ~~Staff~~facility ~~Comments~~accommodates our product marketing and finance and administrative activities as well as a small research and development team. We have an approximately 56,500 square-foot facility in Seoul, Korea, which accommodates a research and development center under a lease expiring in December 2026. We have an approximately 100 square-foot facility in Taipei, Taiwan, which houses sales and technical support personnel, under a lease that expires in July 2026. We also have an approximately 850 square-foot facility in Shanghai, China, for sales and technical support personnel under a lease that expires in July 2026 and an approximately 720 square-foot facility in Shenzhen, China, which accommodates sales and technical support personnel, under a lease that expires in June 2028.

~~None~~We do not own any real property. We believe that our leased facilities are adequate to meet our current needs and that additional facilities will be available on suitable, commercially reasonable terms to accommodate any future needs.

~~Our~~We ~~cybersecurity~~are ~~risk~~not ~~management~~currently ~~process~~a isparty anto ~~integral~~any ~~part~~material oflegal ~~our~~proceedings. ~~overall~~From ~~enterprise~~time ~~risk~~to ~~management~~time, ~~framework.~~we ~~This~~may, ~~process~~however, ~~overseen~~in bythe ~~our~~ordinary ~~Information~~course ~~Technology (“IT”)~~of ~~Director,~~business ~~aims~~become toinvolved ~~assess,~~in ~~identify~~legal proceedings. Regardless of outcome, ~~and~~litigation ~~manage~~could have a material ~~risks~~adverse ~~from~~effect ~~cybersecurity~~on ~~threats.~~us ~~Our~~due ~~approach~~to isdefense ~~designed~~and tosettlement ~~protect~~costs, ~~the~~diversion ~~confidentiality~~of management resources, ~~integrity~~negative publicity, reputational harm and ~~availability~~other offactors, ~~our~~and ~~critical~~there ~~information~~can ~~systems~~be ~~and~~no ~~data,~~assurances ~~including~~that ~~intellectual~~favorable ~~property~~outcomes ~~and~~will ~~confidential~~be ~~information~~obtained.

~~The~~Not ~~Board oversees our cybersecurity risk management process, and the Audit Committee has the authority and power to provide specific oversight of cybersecurity matters~~applicable. Our IT Director who has extensive experience in information systems and cybersecurity, leads our cybersecurity strategy, policy, standards, architecture, and processes. The IT Director reports to the Chief Financial Officer (“CFO”). The CFO provides regular updates to the Board, Audit Committee, and executive management on the status of our cybersecurity posture and any material threats.

Table of Contents

AsOur ofCommon ~~December~~Stock ~~31,~~and ~~2024,~~Public weWarrants ~~have~~are ~~not~~currently ~~identified~~listed ~~any~~on ~~cybersecurity~~the ~~threats~~New ~~that~~York ~~have~~Stock ~~materially~~Exchange ~~affected~~under ~~our~~the ~~business~~symbols ~~strategy,~~“GCTS” ~~results~~and ~~of operations~~“GCTSW,” ~~or financial condition~~respectively. ~~However, we recognize that future incidents could have a material adverse effect on our business, financial condition, results of operations, cash flows, or reputation.~~

~~Item~~On 2March 19, 2026, there were 78 holders of record of our common stock and 21 holders of record of our warrants. ~~Properties~~Such numbers do not include beneficial owners holding our securities through nominee names.

Our principal executive offices are located in San Jose, California, and consist of approximately 5,900 square feet under a lease that expires in October 2026. This facility accommodates our product marketing and finance and administrative activities as well as a small research and development team. We have a 56,500 square-foot facility in Seoul, Korea, which accommodates a research and development center under a lease expiring in December 2025 that renews annually. We have a 100 square-foot facility in Taipei, Taiwan, which houses sales and technical support personnel, under a lease that expires in June 2025. We also have an 850 square-foot facility in Shanghai, China, for sales and technical support personnel under a lease that expires in July 2026 and a 1,200 square-foot facility in Shenzhen, China, which accommodates sales and technical support personnel, under a lease that expires in May 2025.Dividends

We dohave not ~~own~~paid any ~~real~~cash ~~property~~dividends on Common Stock to date. WeThe ~~believe~~Board ~~that~~may ~~our~~from ~~leased~~time ~~facilities~~to ~~are~~time ~~adequate~~consider whether or not to ~~meet~~institute a dividend policy. It is our ~~current~~present ~~needs~~intention to retain any earnings for use in our business operations and ~~that~~accordingly, ~~additional~~we ~~facilities~~do not anticipate the Board declaring any dividends in the foreseeable future. The payment of cash dividends in the future will be ~~available~~dependent onupon ~~suitable~~our revenues and earnings, ~~commercially~~if ~~reasonable~~any, ~~terms~~capital torequirements ~~accommodate~~and general financial condition. The payment of any ~~future~~cash ~~needs~~dividends will be within the discretion of our Board.

~~Item~~Securities 3.Authorized ~~Legal~~for ~~Proceedings.~~Issuance Under Equity Compensation Plans

WeThe ~~are~~information ~~not~~required ~~currently~~by aItem ~~party~~5 ~~to any material legal proceedings. From time to time, we may, however, in the ordinary course~~ of ~~business~~Form ~~become~~10-K ~~involved~~regarding inequity ~~legal~~compensation ~~proceedings.~~plans ~~Regardless~~is ofincorporated ~~outcome,~~herein ~~litigation~~by ~~could~~reference ~~have a material adverse effect on us due~~ to ~~defense~~Item ~~and~~12 ~~settlement~~of ~~costs,~~Part ~~diversion~~III of ~~management~~this ~~resources,~~Annual ~~negative publicity, reputational harm and other factors, and there can be no assurances that favorable outcomes will be obtained~~Report.

~~Item~~Recent 4.Sales ~~Mine~~of ~~Safety~~Unregistered ~~Disclosures.~~Securities

~~Not~~There ~~applicable~~have been no other unregistered sales of equity securities during the year ended December 31, 2025.

33Issuer Repurchases of Equity Securities

~~Table~~During ofthe ~~Contents~~fourth quarter ended December 31, 2025, we did not repurchase any equity securities.

~~PART~~Performance IIGraph

~~Item~~We 5.are ~~Market~~a ~~for~~“smaller ~~Registrant’s~~reporting ~~Common Equity~~company,” ~~Related~~as ~~Stockholder~~defined ~~Matters~~by Item 10(f)(1) of Regulation S-K, and ~~Issuer~~therefore ~~Purchases~~are not required to provide the information required by paragraph (e) of ~~Equity~~Item ~~Securities~~201 of Regulation S-K.

~~Our Common Stock and Public Warrants are currently listed on the New York Stock Exchange under the symbols “GCTS” and “GCTSW,” respectively.~~33

~~Holders~~Table of ~~Record~~Contents

~~Dividends~~This discussion and analysis of our financial condition and results of operations should be read together with the audited consolidated financial statements as of and for the years ended December 31, 2025 and 2024, and related notes included in this Annual Report on Form 10-K (the “Annual Report”). This discussion may contain forward-looking statements, including, but not limited to, our expectations or predictions of future financial or business performance or conditions. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. You should read the sections in this Annual Report titled “Risk Factors” and “Special Note of Forward-Looking Statements” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by these forward-looking statements. Unless otherwise indicated, the terms “GCT,” “the Company,” “we,” “us,” or “our” refer to GCT Semiconductor Holding Inc., a Delaware corporation, together with our consolidated subsidiaries.

~~Securities~~We ~~Authorized~~are a fabless semiconductor company that specializes in the design, manufacturing, and sale of communication semiconductors, including high-speed wireless communication technologies such as 5G/4.75G/4.5G/4G transceivers (“RF”) and modems, which are essential for ~~Issuance~~a ~~Under~~wide ~~Equity~~variety ~~Compensation~~of ~~Plans~~industrial, business-to-business (“B2B”) and consumer applications. We have successfully developed and supplied communication semiconductor chipsets and modules to leading wireless operators worldwide, as well as to original design manufacturers (“ODMs”) and original equipment manufacturers (“OEMs”) for portable wireless routers (e.g., Mobile Router (“MiFi”)), indoor and outdoor fixed wireless routers (e.g., customer premise equipment (“CPE”)), industrial machine-to-machine (“M2M”) applications and smartphones.

We oversee sales, marketing, and accounting operations from our headquarters in San Jose, California. The ~~information~~Company ~~required~~conducts byproduct ~~Item~~design, 5development, and customer support through our wholly owned subsidiaries located in South Korea, one of ~~Form~~which ~~10-K~~serves ~~regarding~~as ~~equity~~our ~~compensation~~research ~~plans~~and isdevelopment ~~incorporated~~center. ~~herein~~In byaddition, ~~reference~~we toutilize ~~Item~~separate 12sales ofoffices ~~Part~~for ~~III~~local oftechnical ~~this~~support ~~Annual~~and ~~Report~~sales in Taiwan, China, and Japan.

~~Recent~~Our ~~Sales~~current product portfolio includes RF and modem chipsets based on 4th generation (“4G”), known as Long Term Evolution (“LTE”), technology offering a variety of ~~Unregistered~~chipsets ~~Securities~~differentiated by speed and functionality. These include 4G LTE, 4.5G LTE Advanced (twice the speed of LTE), and 4.75G LTE Advanced-Pro (four times the speed of LTE) chipsets. The Company also develops and sells cellular Internet of Things (“IoT”) chipsets for low-speed mobile networks such as eMTC/NB- IOT/Sigfox, and other network protocols. 5G chipset added to portfolio recently with commercial shipments in the fourth fiscal quarter of 2025.

~~None~~Even as more and more applications are deployed on 5G networks, we believe that demand for our existing 4G LTE product lineup (4.75G/4.5G/4G, etc.) will continue, because 4G products are expected to coexist in the market with 5G products at lower price points for some time in the same way that 3rd generation (“3G”) products coexisted with 4G products when 4G networks were first deployed. We commenced our first production shipments of our 5G products in the last quarter of 2025. Also, we expect the average sales prices for our 5G chipset to be approximately four times that of our 4G chipset, resulting in a significant increase in revenue and gross margins. We plan to continuously expand our product lineup to support 5G chipsets for future applications such as vehicle-to-everything standard (e.g., C-V2X), 5G-based satellite communication (e.g., Non-Terrestrial Network), and 5G-based IoT standard (e.g., RedCap). Our current chipset products are used in a wide variety of applications, including fixed wireless subscriber terminals (e.g., CPE), mobile wireless routers (e.g., Mobile Router/MiFi), various communication modules and devices, and industrial products.

~~Issuer~~Since ~~Repurchases~~inception, we have financed our operations primarily through cash receipts from customers, the issuance of ~~Equity~~convertible ~~Securities~~promissory notes, borrowings, and the issuance of capital stock.

~~Item~~We 6.believe ~~[Reserved]~~that our future success and financial performance depend on a number of factors that present significant opportunities for our business but also pose risks and challenges, including those in the section titled “Risk Factors” of this Annual Report.

34Commercial Deployment of 4G LTE and 5G Market

~~Table~~Our business depends upon the continued commercial deployment of ~~Contents~~4G and 5G wireless communications equipment, products, and services based on GCT’s technology. Deployment of new networks by wireless carriers requires significant capital expenditures well in advance of any revenue from such networks. If the rate of deployment of new networks by wireless carriers is slower than our expectation, this will reduce the sales of products for use on these networks by OEMs and ODMs that use GCT technology. This would harm our revenues and our financial results. The worldwide commercial deployment and adoption of the narrow band LTE variants, Cat M and Cat NB, are expected to further expand the markets for IoT devices. If deployments of the Cat M or Cat NB standards are delayed or if competing standards for IoT devices become favored by wireless carriers, we may not be able to successfully increase sales of our Cat M and Cat NB products, which would harm our revenues and financial results. 5G RedCap and eRedCap appear to be of great

~~Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.~~34

~~This~~Table ~~discussion and analysis~~ of our financial condition and results of operations should be read together with the audited consolidated financial statements and related notes included in this Annual Report on Form 10-K. This discussion may contain forward-looking statements including, but not limited to, our expectations or predictions of future financial or business performance or conditions. Forward-looking statements are inherently subject to risks, uncertainties, and assumptions. You should read the sections in this Annual Report titled “Risk Factors” and “Special Note of Forward-Looking Statements” for a discussion of important factors that could cause actual results to differ materially from the results described in or implied by these forward-looking statements.Contents

~~Overview~~interest to wireless carriers, although adoption is limited at this early stage. If an alternative were to appear in the short-to-mid-term this could result in reduced long-term demand for our RedCap and eRedCap chipsets. It should also be noted that RedCap and eRedCap is expected to be a replacement for CatM, Cat1bis and some Cat4 thus eventually reducing demand for the LTE IoT chipsets.

WeDevelopment ~~are a fabless semiconductor company that specializes in the design, manufacturing and sale~~ of ~~communication~~New semiconductors, including high-speed wireless communication technologies such as 5G/4.75G/4.5G/4G transceivers (“RF”) and modems, which are essential for a wide variety of industrial, B2B and consumer applications. We have successfully developed and supplied communication semiconductor chipsets and modules to leading wireless operators worldwide, as well as to original design manufacturers (“ODMs”) and original equipment manufacturers (“OEMs”) for portable wireless routers (e.g., Mobile Router (“MiFi”)), indoor and outdoor fixed wireless routers (e.g., customer premise equipment (“CPE”)), industrial machine-to-machine (“M2M”) applications and smartphones.Products

WeThe ~~oversee~~markets ~~sales,~~in ~~marketing,~~which we and ~~accounting~~our ~~operations~~customers ~~from~~compete ~~our~~or ~~headquarters~~plan into ~~San~~compete ~~Jose~~are characterized by rapidly changing technologies, ~~California~~industry standards, and technological obsolescence. ~~The~~Our ~~Company~~ability ~~conducts~~to ~~product~~compete successfully depends on our ability to design, ~~development~~develop, market, and ~~customer~~ support ~~through~~new ~~our~~products ~~wholly~~and ~~owned~~enhancements ~~subsidiaries~~on ~~located~~a timely and cost-effective basis. A fundamental shift in ~~South~~technologies ~~Korea,~~in ~~one~~any of ~~which~~our ~~serves~~target markets, such as the 5G wireless communications markets, could harm our ~~research~~competitive ~~and~~position ~~development~~within ~~center~~these markets. InOur ~~addition~~failure to anticipate these shifts, wedevelop ~~utilize~~new ~~separate~~technologies, ~~sales~~or ~~offices~~react ~~for~~to ~~local~~changes ~~technical~~in ~~support~~existing ~~and~~technologies ~~sales~~could delay our development of new products, which could result in ~~Taiwan~~product obsolescence, ~~China~~decreased revenue, and ~~Japan~~loss of design wins.

~~Our~~The ~~current~~success ~~product~~of ~~portfolio~~our ~~includes~~new RFproducts ~~and~~will ~~modem~~depend ~~chipsets based~~ on ~~4th~~accurate ~~generation~~forecasts ~~(“4G”),~~of ~~known~~long-term asmarket ~~Long Term Evolution (“LTE”)~~demand, ~~technology~~customer ~~offering a variety of chipsets differentiated by speed~~ and ~~functionality.~~consumer ~~These include 4G LTE~~requirements, ~~4.5G~~and ~~LTE~~future ~~Advanced~~technological ~~(twice the speed of LTE)~~developments, ~~and~~as ~~4.75G~~well ~~LTE~~as ~~Advanced-Pro~~a ~~(four~~variety ~~times the speed~~ of ~~LTE)~~specific ~~chipsets.~~implementation ~~The Company also develops and sells cellular Internet of Things (“IoT”) chipsets for low-speed mobile networks such as eMTC/NB- IOT/Sigfox~~factors, ~~and other network protocols.~~including:

•

~~Even~~accurate asprediction ~~more~~of ~~and more applications are deployed on 5G networks, we nonetheless anticipate continued demand for our existing 4G LTE product lineup (4.75G/4.5G/4G, etc.) for~~ the ~~foreseeable~~size ~~future,~~and ~~because~~growth 4G products are expected to coexist in the market with 5G products at lower price points for some time in the same way that 3rd generation (“3G”) products coexisted with 4G products when 4G networks were first deployed. We expect introduction of ~~our 5G products beginning in~~ the ~~first half of 2025. Also, we expect the average sales prices for our 5G chipset to be approximately four times that of our~~ 4G ~~chipset, resulting in a significant increase in revenue~~ and ~~gross margins. We plan to continuously expand our product lineup to support~~ 5G chipsets for future applications such as vehicle-to-everything standard (e.g., C-V2X), 5G-based satellite communication (e.g., Non-Terrestrial Network) and 5G-based IoT standard (e.g., RedCap). Our current chipset products are used in a wide variety of applications, including fixed wireless subscriber terminals (e.g., CPE), mobile wireless routers (e.g., Mobile Router/MiFi), various communication modules and devices, and industrial products.markets;

•

~~Since~~accurate ~~inception,~~prediction weof ~~have~~the ~~financed~~growth ~~our~~of ~~operations~~the ~~primarily~~IoT ~~through~~markets ~~cash~~and ~~receipts from customers,~~ the ~~issuance~~timing of ~~convertible~~commercial ~~promissory~~availability ~~notes, borrowings, issuance~~ of ~~capital~~4G ~~stock,~~ and ~~the~~5G ~~exercise of stock options.~~networks;

•

~~Business~~accurate ~~Combination~~prediction of changes in device manufacturer requirements, technology, industry standards or consumer expectations, demands, and preferences;

•

Ontimely the Closing Date, Concord Acquisition Corp III (“Concord III”), a Delaware corporation, consummated a series of transactions that resulted in the combination of Gibraltar Merger Sub Inc., a Delaware corporation and aefficient ~~wholly-owned~~completion ~~subsidiary~~ of ~~Concord~~product ~~III~~design ~~(“Merger Sub”),~~ and ~~GCT~~transfer ~~Semiconductor, Inc. (“Legacy GCT”), pursuant~~ to ~~a Business Combination Agreement~~manufacturing, ~~dated~~assembly ~~November~~and 2test, ~~2023 (the “Business Combination Agreement”), by~~ and ~~among~~securing ~~Concord~~sufficient ~~III,~~manufacturing ~~Merger~~capacity ~~Sub~~to ~~and~~allow ~~Legacy~~us ~~GCT.~~to ~~Pursuant~~continue to ~~the~~timely ~~terms of the Business Combination Agreement, Merger Sub merged with~~ and ~~into~~efficiently ~~Legacy~~deliver ~~GCT,~~products ~~with Legacy GCT surviving the merger as a wholly-owned subsidiary of Concord III (the “Business Combination”). On the Closing Date, Concord III changed its name from Concord III~~ to ~~“GCT~~our ~~Semiconductor Holding, Inc.”~~customers;

•

~~The~~market ~~Business~~acceptance, ~~Combination~~adequate ~~was~~consumer ~~accounted for as a reverse recapitalization~~demand, ~~with Legacy GCT being the accounting acquirer~~ and ~~Concord~~commercial ~~III~~production ~~being~~of the ~~acquired~~products ~~company~~in ~~for~~which ~~financial~~our ~~reporting~~mobile ~~purposes.~~and Aswireless abroadband ~~result,~~semiconductor ~~Legacy~~solutions ~~GCT’s~~are ~~consolidated financial statements for historical periods will be included in GCT’s future periodic reports filed with the SEC.~~incorporated;

•

~~The Company received $17.2 million cash proceeds from~~ the ~~Business~~quality, ~~Combination and private investment from public equity financing (“PIPE Financing”)~~performance, ~~net of transaction costs. Total direct~~ and ~~incremental~~reliability ~~transaction costs~~ of ~~Concord~~the ~~III~~product ~~and~~as ~~Legacy~~compared ~~GCT~~to ~~were~~competing ~~$22.0~~products ~~million~~ and ~~treated as a reduction of the cash proceeds, of which $8.9 million was deducted from additional paid-in capital for~~ technologies;

•

35effective marketing, sales, and service; and

•

~~Table~~the ability to obtain licenses to use third-party technology to support the development of ~~Contents~~our products.

~~underwriting,~~If ~~accounting,~~we ~~legal~~fail ~~and~~to ~~other~~introduce ~~fees,~~new ~~and~~products ~~the~~that ~~remaining~~meet ~~balance~~the demands of ~~$13.1~~our ~~million~~customers ~~was~~or ~~expensed~~our intarget ~~the~~markets, ~~period~~or ~~incurred~~if bywe ~~Concord~~fail ~~III~~to penetrate new markets, our revenue will likely decrease over time, and our financial condition could suffer.

~~Key~~Semiconductor ~~Factors~~and ~~Affecting~~Communications ~~Our Performance~~Industry

WeThe ~~believe~~semiconductor ~~that~~industry ~~our~~has ~~future~~historically ~~success~~exhibited a pattern of cyclicality, which at various times has included significant downturns in customer demand. Cyclical downturns can result in substantial declines in semiconductor demand, production overcapacity, high inventory levels, and ~~financial~~accelerated ~~performance~~erosion ~~depend~~of onaverage selling prices. Such downturns result from a ~~number~~variety of ~~factors~~market ~~that~~forces, ~~present~~including ~~significant~~constant ~~opportunities~~and ~~for~~rapid ~~our~~technological ~~business~~change, ~~but~~quick ~~also~~product ~~pose~~obsolescence, ~~risks~~price ~~and~~erosion, ~~challenges~~evolving standards, ~~including~~short ~~those~~product inlife ~~the~~cycles, ~~section~~and ~~titled~~wide ~~“Risk~~fluctuations ~~Factors”~~in ofproduct ~~this~~supply ~~Annual~~and ~~Report~~demand.

~~Commercial~~Recent ~~Deployment~~downturns in the semiconductor industry have been attributed to a variety of 4Gfactors, ~~LTE~~including global macroeconomic uncertainty, global/regional pandemic (i.e., SARS, COVID-19), trade and 5Ggeopolitical ~~Market~~tensions including tariffs, weakness in end-market demand and pricing across semiconductor applications, and excess inventory levels. In recent periods, portions of the semiconductor industry have experienced downturns driven by inventory corrections and reduced demand in certain end markets, while other segments have experienced increased investment and growth. These mixed industry conditions have impacted our business, as well as our suppliers, distributors, and end customers.

~~Our~~Because ~~business~~a ~~depends~~significant ~~upon~~portion ~~the~~of ~~continued~~our ~~commercial~~expenses ~~deployment~~are offixed 4Gin ~~and~~the 5Gnear ~~wireless~~term ~~communications~~or ~~equipment,~~are ~~products,~~incurred ~~and~~in ~~services~~advance ~~based~~of onanticipated ~~GCT’s~~sales, ~~technology.~~we ~~Deployment~~may ofnot ~~new~~be ~~networks~~able byto ~~wireless~~reduce ~~carriers~~our ~~requires~~expenses ~~significant~~rapidly ~~capital~~enough ~~expenditures~~to ~~well~~offset inany ~~advance~~unanticipated ofshortfall ~~any~~in revenue. ~~from~~If ~~such~~this ~~networks.~~situation Ifwere ~~the~~to ~~rate~~occur, ofit ~~deployment~~could ofadversely ~~new~~affect ~~networks~~our byoperating ~~wireless~~results, ~~carriers~~cash isflow, ~~slower~~and ~~than~~financial ~~our~~condition. ~~expectation~~In addition, ~~this~~the ~~will~~semiconductor ~~reduce~~industry ~~the~~has ~~sales~~periodically ofexperienced ~~its~~increased ~~products~~demand and ~~could~~production ~~cause~~constraints. ~~OEMs~~As ~~and~~a ~~ODMs~~fabless tosemiconductor ~~hold~~company, ~~excess~~we ~~inventory.~~rely ~~This~~exclusively ~~would~~on ~~harm~~third-party ~~our~~foundries, ~~revenues~~including ~~and~~certain ~~our~~major ~~financial~~semiconductor ~~results.~~foundries ~~The~~such ~~worldwide~~as ~~commercial~~United ~~deployment~~Microelectronics Corporation, Samsung and ~~adoption~~Taiwan ofSemiconductor Manufacturing Corporation, for the ~~narrow~~manufacturing ~~band~~and ~~LTE~~supplies ~~variants,~~of ~~Cat~~its Mwafers and ~~Cat~~products. ~~NB,~~We ~~are~~do ~~expected~~not tohave ~~expand~~any ~~further~~formal ~~the~~foundry ~~markets~~agreements ~~for~~that ~~Internet~~guarantee a minimum level of ~~Things~~manufacturing ~~devices~~capacity. IfIn ~~deployments~~times of ~~the~~significant ~~Cat~~increasing Mdemand orfor ~~Cat~~capacity, NBthese ~~standards~~foundries ~~are~~may ~~delayed~~experience orproduction ifshortages ~~competing~~and ~~standards~~may ~~for~~not ~~Internet~~allocate ofsufficient ~~Things~~manufacturing ~~devices~~capacity ~~become~~to ~~favored~~us. byIf ~~wireless~~this ~~carriers~~happens, we may not be able to ~~successfully~~produce ~~increase~~sufficient ~~sales~~quantities of our ~~Cat~~products Mto meet the increased demand. Any disruption in our supply chain can make it more difficult for us to obtain sufficient wafer, assembly, and ~~Cat~~test NBresources from our subcontract manufacturers. Any factor adversely affecting the semiconductor industry in general, or the particular segments of the industry that our products target, ~~which~~may ~~would~~adversely ~~harm~~affect our ~~revenues~~ability to generate revenue and ~~financial~~impact our operating results.

~~Development of New Products~~35

~~The~~Table markets in which we and our customers compete or plan to compete are characterized by rapidly changing technologies, industry standards, and technological obsolescence. Our ability to compete successfully depends on our ability to design, develop, market, and support new products and enhancements on a timely and cost-effective basis. A fundamental shift in technologies in any of our target markets, such as the 5G wireless communications markets, could harm our competitive position within these markets. Our failure to anticipate these shifts, develop new technologies, or react to changes in existing technologies could delay our development of new products, which could result in product obsolescence, decreased revenue, and loss of design wins.Contents

~~The~~In ~~success~~addition, a shortage of ~~our~~manufacturing ~~new~~capacity ~~products~~can ~~will~~also ~~depend~~impact onthe ~~accurate~~product ~~forecasts~~development strategies of ~~long-term~~our ~~market~~major ~~demand~~customers, ~~customer~~which ~~and~~may, ~~consumer~~in ~~requirements~~turn, ~~and~~affect ~~future~~our ~~technological~~business ~~developments~~operations. For example, asin ~~well~~2022, asthe asupply ~~variety~~shortage caused our largest customer to change its priority on product development from 4G to the next generation of ~~specific~~5G ~~implementation~~products ~~factors~~(at a time when our 5G product was not available), ~~including:~~which resulted in the reduction of 4G activity and a decline in demand for our products.

~~accurate~~In ~~prediction~~the ofpast, the ~~size~~wireless communications industry has experienced pronounced downturns, and ~~growth~~these cycles may continue in the future. A future decline in global economic conditions could have adverse, wide-ranging effects on demand for our products and for the products of our customers, particularly wireless communications equipment manufacturers or other members of the 4Gwireless industry, such as wireless network operators. Inflation, deflation, and 5Geconomic recessions that adversely affect the global economy and capital markets; also adversely affect our customers and our end consumers. For example, our customers’ ability to purchase or pay for our products and services, obtain financing, and upgrade wireless networks could be adversely affected, which may lead to many networking equipment providers slowing their research and development activities, canceling, or delaying new product development, reducing their inventories, and taking a cautious approach to acquiring our products, which would have a significant negative impact on our business. If this situation were to occur, it could adversely affect our operating results, cash flow, and financial condition. In the future, any of these trends may also cause our operating results to fluctuate significantly from year to year, which may increase the volatility of our stock price.

~~accurate~~On ~~prediction~~March 26, 2024 (the “Closing Date”), Concord Acquisition Corp III (“Concord III”), a Delaware corporation, consummated a series of ~~changes~~transactions that resulted in ~~device~~the ~~manufacturer~~combination ~~requirements~~of Gibraltar Merger Sub Inc., ~~technology~~a Delaware corporation and a wholly-owned subsidiary of Concord III (“Merger Sub”), ~~industry~~and ~~standards~~GCT orSemiconductor, ~~consumer~~Inc. ~~expectations~~(“Legacy GCT”), ~~demands~~pursuant to a Business Combination Agreement, dated November 2, 2023 (the “Business Combination Agreement”), by and ~~preferences;~~among Concord III, Merger Sub and Legacy GCT. Pursuant to the terms of the Business Combination Agreement, Merger Sub merged with and into Legacy GCT, with Legacy GCT surviving the merger as a wholly-owned subsidiary of Concord III (the “Business Combination”). On the Closing Date, Concord III changed its name from Concord III to “GCT Semiconductor Holding, Inc.”

~~timely~~The ~~and~~Business ~~efficient~~Combination ~~completion~~was ofaccounted ~~product~~for ~~design~~as ~~and~~a ~~transfer~~reverse ~~to manufacturing~~recapitalization, ~~assembly~~with Legacy GCT being the accounting acquirer and ~~test~~Concord III being the acquired company for financial reporting purposes. As a result, ~~and~~Legacy ~~securing~~GCT’s ~~sufficient~~consolidated ~~manufacturing~~financial ~~capacity~~statements tofor ~~allow~~historical usperiods towill ~~continue~~be toincluded ~~timely~~in ~~and~~GCT’s ~~efficiently~~future ~~deliver~~periodic ~~products~~reports tofiled ~~our~~with ~~customers;~~the SEC.

~~market~~The ~~acceptance,~~Company ~~adequate~~received ~~consumer~~$17.2 ~~demand~~million cash proceeds from the Business Combination and private investment from public equity financing (“PIPE Financing”), net of transaction costs. Total direct and ~~commercial~~incremental ~~production~~transaction costs of Concord III and Legacy GCT were $22.0 million and treated as a reduction of the ~~products~~cash inproceeds, of which ~~our~~$8.9 ~~mobile~~million was deducted from additional paid-in capital for underwriting, accounting, legal and ~~wireless~~other ~~broadband~~fees, ~~semiconductor~~and ~~solutions~~the ~~are~~remaining ~~incorporated;~~balance of $13.1 million was expensed in the period incurred by Concord III. The Company utilized the proceeds from the Business Combination and PIPE Financing to finance its operations in 2024.

~~effective~~Net ~~marketing, sales, and service; and~~Revenues

The timing of revenue recognition and the ~~ability~~amount toof ~~obtain~~revenue ~~licenses~~recognized toin ~~use~~each ~~third-party~~case ~~technology~~depends toon ~~support~~various factors, including the ~~development~~specific terms of ~~our~~each ~~products~~arrangement and the nature of the underlying performance obligations. Our net revenues are comprised of product and service revenues.

IfProduct we fail to introduce new products that meet the demands of our customers or our target markets, or if we fail to penetrate new markets, our revenue will likely decrease over time, and our financial condition could suffer.Revenues

~~Semiconductor~~Our ~~and~~product ~~Communications~~sales ~~Industry~~are generated from the sale of mobile semiconductor products. Product revenues are recognized at a point in time once control has been transferred to a customer, which is generally at the time of shipment.

~~The~~Service semiconductor industry has historically exhibited a pattern of cyclicality, which at various times has included significant downturns in customer demand. Cyclical downturns can result in substantial declines in semiconductor demand, production overcapacity, high inventory levels, and accelerated erosion of average selling prices. Such downturns result from a variety of market forces, including constant and rapid technological change, quick product obsolescence, price erosion, evolving standards, short product life cycles, and wide fluctuations in product supply and demand.Revenues

~~Downturns~~Our inservice ~~the~~revenues ~~semiconductor~~are ~~industry~~generated ~~have~~from ~~been~~the ~~attributed~~sale ~~to a variety~~ of ~~factors,~~mobile ~~including~~semiconductor ~~the~~platform ~~COVID‑19~~solutions ~~pandemic,~~aimed ~~ongoing~~at ~~trade disputes between~~ the ~~United~~4G ~~States~~LTE and ~~China~~5G industries, ~~weakness~~development inservices, ~~demand~~technical ~~and pricing for semiconductors across applications~~advice, and ~~excess~~maintenance ~~inventory~~services. InService ~~addition,~~revenues ~~from~~are ~~the~~generally ~~end~~recognized ofover ~~2022,~~time as the ~~semiconductor~~customer ~~industry~~obtains ~~experienced~~control aof ~~downturn~~the ~~due~~promised ~~to inventory corrections and~~ services.

36Cost of Net Revenues

~~Table~~Our cost of ~~Contents~~net revenues consists of product and service costs. The cost of product net revenues consists of direct and indirect costs related to the manufacturing of our products. Direct costs include wafer costs and costs of assembly and testing performed by third-party contract manufacturers. Indirect costs consist of provisions for excess, slow moving and obsolete inventory, royalties, allocated overhead for employee costs and facility costs, warranty, and the amortization of our production mask sets and certain intangible assets. Shipping

reduced consumer demands. These downturns have directly impacted GCT’s business, suppliers, distributors, and end customers. More recently the semiconductor industry has normalized however there have been lingering effects that continue to effect certain segments including that for 4G LTE, where channel inventories continue to exist and where demand has been reduced due to expedited customer transition from 4G LTE to 5G.36

~~Because~~Table ~~a significant portion~~ of our expenses are fixed in the near term or are incurred in advance of anticipated sales, we may not be able to reduce our expenses rapidly enough to offset any unanticipated shortfall in revenue. If this situation were to occur, it could adversely affect our operating results, cash flow, and financial condition. In addition, the semiconductor industry has periodically experienced increased demand and production constraints. As a fabless semiconductor company, we rely exclusively on third-party foundries, including certain major semiconductor foundries such as UMC, Samsung and TSMC, for the manufacturing and supplies of its wafers and products. We do not have any formal foundry agreements that guarantee a minimum level of manufacturing capacity. In times of significant increasing demand for capacity, these foundries may experience production shortages and may not allocate sufficient manufacturing capacity to us. If this happens, we may not be able to produce sufficient quantities of our products to meet the increased demand. Any disruption in our supply chain can make it more difficult for us to obtain sufficient wafer, assembly, and test resources from our subcontract manufacturers. Any factor adversely affecting the semiconductor industry in general, or the particular segments of the industry that our products target, may adversely affect our ability to generate revenue and impact our operating results.Contents

Inand ~~addition,~~handling acosts ~~shortage~~incurred offor ~~manufacturing~~inventory ~~capacity~~purchases ~~can~~related ~~also~~to ~~impact~~ the ~~product~~units ~~development~~sold ~~strategies~~and costs of ~~our~~product ~~major~~shipments ~~customers,~~are ~~which~~also ~~may,~~recorded in ~~turn, affect our business operations. For example, in 2022,~~ the ~~supply~~cost ~~shortage~~of ~~caused~~net ~~our largest customer to change its priority on~~ product ~~development~~revenues. ~~from~~Service 4Gcosts toconsist ~~the next generation~~ of 5Gnon-recurring ~~products,~~engineering ~~which~~costs ~~resulted in the reduction of 4G activity and a decline in demand~~ for ~~our~~service ~~products~~projects. ~~Our business is expected to increase again with this customer after the launch of our 5G products.~~

InOperating ~~the past, the wireless communications industr~~

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

Filing Compare · GCT Semiconductor Holding, Inc.