Business Context and Reporting Period
This Form 8-K was filed by GCT Semiconductor Holding, Inc. (formerly Concord Acquisition Corp III) on April 4, 2024. The report details a change in the company's independent registered public accounting firm following the consummation of a business combination on March 26, 2024.
Key Financial Metrics
This filing is a current report regarding a corporate governance event and does not contain financial performance data such as revenue, profit, cash flow, margins, debt, or liquidity metrics. The filing text does not provide a clear value for these items.
Material Changes
- Accountant Change: The Audit Committee approved the engagement of BPM LLP as the new independent registered public accounting firm, effective immediately on April 4, 2024.
- Dismissal of Prior Firm: Marcum LLP, the auditor for Concord Acquisition Corp III prior to the business combination, was dismissed and replaced by BPM LLP.
- Historical Audit Context: Marcum's reports for the fiscal years ended December 31, 2023, and 2022, included an explanatory paragraph regarding Concord III's ability to continue as a going concern but contained no adverse opinions or disclaimers.
Outlook, Risks, and Contingencies
Disagreements and Reportable Events: The company reported no disagreements with Marcum LLP regarding accounting principles, practices, or audit scope during the relevant periods. The only reportable event noted was a material weakness in internal control over financial reporting related to the accounting for complex instruments, as previously disclosed in the 2023 Form 10-K.
Consultations: The company confirmed it did not consult BPM LLP on any accounting or auditing matters prior to their engagement.
Investor Verification Checklist
- Verify the effective date of BPM LLP's engagement and the dismissal of Marcum LLP.
- Review the attached letter from Marcum LLP (Exhibit 16.1) to confirm their agreement with the company's disclosures.
- Examine the prior Form 10-K for details on the material weakness in internal controls regarding complex instruments.
- Confirm the status of the business combination consummated on March 26, 2024, and its impact on the company's financial reporting structure.