May 20, 2025

John Schlaefer
Chief Executive Officer
GCT Semiconductor Holding, Inc.
2290 North 1st Street, Suite 201
San Jose, CA 95131

       Re: GCT Semiconductor Holding, Inc.
           Amendment to Registration Statement on Form S-3
           File No. 333-286704
           Filed May 13, 2025
Dear John Schlaefer:

     We have reviewed your amended registration statement and have the
following
comments.

        Please respond to this letter by amending your registration statement
and providing
the requested information. If you do not believe a comment applies to your
facts and
circumstances or do not believe an amendment is appropriate, please tell us why
in your
response.

       After reviewing any amendment to your registration statement and the
information
you provide in response to this letter, we may have additional comments. Unless
we note
otherwise, any references to prior comments are to comments in our May 1, 2025,
letter.

Amendment to Form S-3 filed May 13, 2025
General

1.     We note your response to prior comment 2, but are unable to concur with
your
       analysis. In order to conduct this offering consistent with Rule
415(a)(1)(i) of the
       Securities Act and Item 501(b)(3) of Regulation S-K, the securities to
be offered for
       resale must be on a recognized and established trading market. Because
the private
       placement warrants and Anapass warrants are not listed or traded on any
such market,
       you must disclose the fixed price at which those securities will be
offered for the
       duration of the offering or until they are listed or quoted on a market.
 May 20, 2025
Page 2
Cover Page

2.     We note your response to prior comment 5 and reissue it. Your revised
cover page
       should separately disclose the information required by Item 501(b)(3) of
Regulation
       S-K with respect to the (i) shares being offered, which may explain or
cross-reference
       the method of a market or negotiated price pursuant to Instruction 2
thereto, and (ii)
       private placement warrants and Anapass warrants, which should be offered
at a fixed
       price as outlined in comment 1 above. Additionally revise your plan of
distribution
       section to clearly distinguish the method at which shares may be offered
for resale
       from the fixed price at which the warrants are being offered for resale.
Description of Securities
Certain Anti-Takeover Provisions of Delaware Law
Forum Selection, page 27

3.     We note your revisions in response to prior comment 1. Please further
address the
       following items:
           With respect to the private placement warrants, additionally
disclose that the
           exclusive forum provisions will not apply to actions arising under
the Exchange
           Act or any other claim for which the federal district courts of the
United States of
           America are the sole and exclusive forum, consistent with Section
9.3 of the
           agreement filed as Exhibit 4.3
           We note the exclusive forum provisions governing the private
placement warrants
           apply to Securities Act claims. Additionally disclose that there is
uncertainty as to
           whether a court would enforce such provisions, and that investors
cannot waive
           compliance with the federal securities laws and the rules and
regulations
           thereunder. In this regard, we note that 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.
           We note your disclosure that, "[O]ur warrant agreement governing the
Anapass
           Warrants designate the courts of the State of California as the sole
and exclusive
           forum for certain types of actions and proceedings that may be
initiated by holders
           of our Anapass Warrants." However, we are unable to locate this
provision within
           the warrant filed as Exhibit 4.4 or agreement filed as Exhibit 10.1.
Revise
           accordingly, including disclosure as to whether purchasers of
Anapass warrants
           are subject to the Delaware exclusive forum provisions in your
charter, or advise.
Exhibits

4.     We note your response to prior comment 3 and reissue it in part. Please
file a revised
       opinion that covers the 500,000 shares underlying your convertible
promissory note
       on a "when-issued" basis. Refer to Sections II.B.1.b and II.B.2.h of
Staff Legal
       Bulletin 19.
 May 20, 2025
Page 3

       Please contact Jennifer Angelini at 202-551-3047 or Erin Purnell at
202-551-3454
with any questions.



                                                          Sincerely,

                                                          Division of
Corporation Finance
                                                          Office of
Manufacturing
cc:   Albert Lung