Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13G
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UNDER THE SECURITIES EXCHANGE ACT OF 1934
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GCT Semiconductor Holding, Inc. (Name of Issuer) |
Common Stock, par value $0.0001 per share (Title of Class of Securities) |
36170N107 (CUSIP Number) |
12/31/2024 (Date of Event Which Requires Filing of this Statement) |
| Check the appropriate box to designate the rule pursuant to which this Schedule is filed: |
 Rule 13d-1(b)
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 Rule 13d-1(c)
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| Rule 13d-1(d)
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SCHEDULE 13G
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| CUSIP No. | 36170N107 |
| 1 | Names of Reporting Persons
SUNP Corp | ||||||||
| 2 | Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
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| 3 | Sec Use Only | ||||||||
| 4 | Citizenship or Place of Organization
KOREA, REPUBLIC OF
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 9 | Aggregate Amount Beneficially Owned by Each Reporting Person
4,021,293.00 | ||||||||
| 10 | Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
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| 11 | Percent of class represented by amount in row (9)
8.3 % | ||||||||
| 12 | Type of Reporting Person (See Instructions)
FI |
Comment for Type of Reporting Person: 1. The percentage ownership was calculated based upon 48,233,113 shares of the Issuer's common stock, par value $0.0001 per share ("Common Stock") outstanding as of March 15, 2025, as reported in the Issuer's Annual Report on Form 10-K (the "Form 10-K") filed with the Securities and Exchange Commission (the "SEC") on March 25, 2025. 2. The shares of the Issuer's Common Stock are directly held by M-Venture Investment, Inc., M-Material.Parts.Equipment Platform Investment 1, L.P., M-China Fund I, Asia Pacific Venture Invest L.P., N-Venture Investment Partnership I and Asia Pacific Venture Invest II L.P., which are wholly-owned subsidiaries of the Reporting Person, which has sole power to vote and/or dispose of the Common Stock. 3. The shares of the Issuer's Common Stock are directly held by Global Growth Investment, L.P., which the Reporting Person has shared power to vote and/or dispose of the Common Stock beneficially owned by Global Growth Investment, L.P.
SCHEDULE 13G
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| Item 1. | ||
| (a) | Name of issuer:
GCT Semiconductor Holding, Inc. | |
| (b) | Address of issuer's principal executive offices:
2290 NORTH 1ST STREET, SUITE 201, SAN JOSE, California, 95131 | |
| Item 2. | ||
| (a) | Name of person filing:
See response to 2(c) | |
| (b) | Address or principal business office or, if none, residence:
See response to 2(c) | |
| (c) | Citizenship:
This statement is filed on behalf of: SUNP Corporation 6F, Cheongpung Building, 14, Teheran-ro 82-gil, Gangnam-gu, Seoul, 06178, Republic of Korea | |
| (d) | Title of class of securities:
Common Stock, par value $0.0001 per share | |
| (e) | CUSIP No.:
36170N107 | |
| Item 3. | If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a: | |
| (a) | Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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| (b) | Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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| (c) | Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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| (d) | Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
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| (e) | An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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| (f) | An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
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| (g) | A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
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| (h) | A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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| (i) | A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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| (j) | A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution: | |
| (k) | Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
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Corporation. | ||
| Item 4. | Ownership | |
| (a) | Amount beneficially owned:
4,021,293 shares | |
| (b) | Percent of class:
8.3%. The percentage ownership was calculated based upon 48,233,113 shares of the Issuer's common stock outstanding as of March 15, 2025, as reported in the Issuer's Form 10-K filed with the SEC on March 25, 2025. %
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| (c) | Number of shares as to which the person has:
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| (i) Sole power to vote or to direct the vote:
3,693,923 shares | ||
| (ii) Shared power to vote or to direct the vote:
327,370 shares | ||
| (iii) Sole power to dispose or to direct the disposition of:
3,693,923 shares | ||
| (iv) Shared power to dispose or to direct the disposition of:
327,370 shares | ||
| Item 5. | Ownership of 5 Percent or Less of a Class. | |
| Item 6. | Ownership of more than 5 Percent on Behalf of Another Person. | |
Not Applicable
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| Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person. | |
If a parent holding company has filed this schedule, pursuant to Rule 13d-1(b)(ii)(G), so indicate under Item 3(g) and attach an exhibit stating the identity and the Item 3 classification of the relevant subsidiary. If a parent holding company has filed this schedule pursuant to Rule 13d-1(c) or Rule 13d-1(d), attach an exhibit stating the identification of the relevant subsidiary.
See Exhibit A. | ||
| Item 8. | Identification and Classification of Members of the Group. | |
Not Applicable
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| Item 9. | Notice of Dissolution of Group. | |
Not Applicable
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| Item 10. | Certifications: |
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under ?? 240.14a-11. |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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