GCT Semiconductor Holding, Inc. disclosed that TD Securities (USA) LLC beneficially owns 3,764,360 shares, equal to 7.2% of the outstanding class. That ownership consists of 221,771 common shares plus 3,542,589 shares issuable upon exercise of warrants that are presently exercisable at an $11.50 exercise price. The 7.2% figure is calculated using 48,473,433 shares the issuer reported outstanding for the quarter ended March 31, 2025, plus the warrants. TD Securities reports sole voting and dispositive power over the reported shares and the disclosure is filed jointly with affiliated TD entities that disclaim direct ownership except for pecuniary interest.
Positive
Material disclosure of >5% ownership in GCT Semiconductor, providing transparency to the market
Clear breakdown of stake: 221,771 common shares plus 3,542,589 exercisable warrants
Reporting party has sole voting and dispositive power for the reported 3,764,360 shares
Warrants are presently exercisable with a disclosed $11.50 exercise price
Negative
Large portion of the reported position is held as exercisable warrants (3,542,589), which changes the composition of the stake from direct common shares to option-derived shares
Insights
TL;DR: TD Securities reports a material 7.2% position in GCTS driven largely by exercisable warrants, with sole voting and dispositive power.
The filing shows TD Securities (USA) LLC beneficially owns 3,764,360 shares, combining common stock and 3,542,589 exercisable warrants at an $11.50 strike. For investors, this is a routine Schedule 13G disclosure of a >5% position held in the ordinary course of business. The report clarifies ownership structure across affiliated TD entities and confirms sole control over voting and disposition of the reported shares.
TL;DR: The disclosure is material on ownership and governance because TD Securities holds sole voting power over a 7.2% stake including exercisable warrant positions.
The document identifies the reporting persons and their Delaware/Canadian organization status and states that TDH, TD GUS and TD Bank may be deemed to have indirect interests while disclaiming ownership except for pecuniary interest. The presence of a large number of exercisable warrants is explicitly noted, and the filing affirms the position was acquired and is held in the ordinary course of business.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
GCT Semiconductor Holding, Inc.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
36170N107
(CUSIP Number)
06/30/2025
(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)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
36170N107
1
Names of Reporting Persons
TD SECURITIES (USA) LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
3,764,360.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
3,764,360.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
3,764,360.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.2 %
12
Type of Reporting Person (See Instructions)
BD
Comment for Type of Reporting Person: The beneficial ownership of the Reporting Person is comprised of both (i) 221,771 shares of Common Stock and (ii) 3,542,589 shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock that are beneficially owned by the Reporting Person (the "Warrants"). The percentage above is based on (i) 48,473,433 shares of Common Stock deemed outstanding as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the SEC on May 14, 2025, plus (ii) the Warrants.
SCHEDULE 13G
CUSIP No.
36170N107
1
Names of Reporting Persons
TORONTO DOMINION HOLDINGS USA INC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
36170N107
1
Names of Reporting Persons
TD GROUP US HOLDINGS LLC
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
HC
SCHEDULE 13G
CUSIP No.
36170N107
1
Names of Reporting Persons
TORONTO DOMINION BANK
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
CANADA (FEDERAL LEVEL)
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
0.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0 %
12
Type of Reporting Person (See Instructions)
FI
SCHEDULE 13G
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:
TD SECURITIES (USA) LLC
TORONTO DOMINION HOLDINGS USA INC
TD GROUP US HOLDINGS LLC
TORONTO DOMINION BANK
(b)
Address or principal business office or, if none, residence:
ONE VANDERBILT AVENUE
NEW YORK, New York
10017
The address of TD Securities (USA) LLC's ("TDS") principal office and Toronto Dominion Holdings (U.S.A.), Inc.'s ("TDH") principal office is 1 Vanderbilt Avenue, New York, New York 10017. The address of TD Group US Holdings LLC's ("TD GUS") principal office is 251 Little Falls Drive, Wellington, Delaware 19808. The address of Toronto Dominion Bank's ("TD Bank") principal office is Toronto-Dominion Centre, 66 Wellington Street West, 12th Floor, TD Tower, Toronto, Ontario, Canada M5K 1A2.
(c)
Citizenship:
TD SECURITIES (USA) LLC - DELAWARE
TORONTO DOMINION HOLDINGS USA INC - DELAWARE
TD GROUP US HOLDINGS LLC - DELAWARE
TORONTO DOMINION BANK - CANADA (FEDERAL LEVEL)
(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);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(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);
(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).
Bank
Item 4.
Ownership
(a)
Amount beneficially owned:
3,764,360
TDS has the sole power to vote or direct the vote and the sole power to dispose or direct the disposition of these shares.
The beneficial ownership of the Reporting Person is comprised of both (i) 221,771 shares of Common Stock and (ii) 3,542,589 shares of Common Stock issuable upon the exercise of warrants to purchase shares of Common Stock that are beneficially owned by the Reporting Person (the "Warrants"). The Warrants held by the Reporting Person have an exercise price of $11.50 per share of Common Stock and are presently exercisable. The percentage above is based on (i) 48,473,433 shares of Common Stock deemed outstanding as reported by the Issuer in its quarterly report on Form 10-Q for the quarterly period ended March 31, 2025, filed with the SEC on May 14, 2025, plus (ii) the Warrants.
This schedule is jointly filed by TDS, TDH, TD GUS and TD Bank. TDH is the sole owner of TDS. TD GUS is the sole owner of TDH. TD Bank is the sole owner of TD GUS. TD Bank, TDH, and TD GUS may be deemed to hold an indirect interest in the shares reported herein by virtue of their ownership of TDS.
Each of TDH, TD GUS and TD Bank disclaims ownership of the shares reported herein except to the extent of its pecuniary interest therein. Each reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) of the US Securities Exchange Act of 1934 or any other purpose, (i) acting (or has agreed or is agreeing to act together with any other person) as a partnership, limited partnership, syndicate or other group for the purpose of acquiring, holding or disposing of securities of the Issuer or otherwise with respect to the Issuer or any securities of the Issuer or (ii) a member of any group with respect to the Issuer or any securities of the Issuer.
(b)
Percent of class:
7.2 %
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
TD SECURITIES (USA) LLC - 3,764,360
TORONTO DOMINION HOLDINGS USA INC - 0
TD GROUP US HOLDINGS LLC - 0
TORONTO DOMINION BANK - 0
(ii) Shared power to vote or to direct the vote:
TD SECURITIES (USA) LLC - 0
TORONTO DOMINION HOLDINGS USA INC - 0
TD GROUP US HOLDINGS LLC - 0
TORONTO DOMINION BANK - 0
(iii) Sole power to dispose or to direct the disposition of:
TD SECURITIES (USA) LLC - 3,764,360
TORONTO DOMINION HOLDINGS USA INC - 0
TD GROUP US HOLDINGS LLC - 0
TORONTO DOMINION BANK - 0
(iv) Shared power to dispose or to direct the disposition of:
TD SECURITIES (USA) LLC - 0
TORONTO DOMINION HOLDINGS USA INC - 0
TD GROUP US HOLDINGS LLC - 0
TORONTO DOMINION BANK - 0
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
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.
TD Securities (USA) LLC
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and 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.
TD SECURITIES (USA) LLC
Signature:
Christina Petrou
Name/Title:
Christina Petrou / Executive Vice President & Chief Operating Officer
Date:
08/12/2025
TORONTO DOMINION HOLDINGS USA INC
Signature:
Christina Petrou
Name/Title:
Christina Petrou / Executive Vice President & Chief Operating Officer
Date:
08/12/2025
TD GROUP US HOLDINGS LLC
Signature:
Salma Salman
Name/Title:
Salma Salman / Senior Vice President & Chief Financial Officer
Date:
08/12/2025
TORONTO DOMINION BANK
Signature:
Christina Petrou
Name/Title:
Christina Petrou / Executive Vice President & Chief Operating Officer
Date:
08/12/2025
Exhibit Information
Exhibit I
JOINT FILING AGREEMENT
This will confirm the agreement by and among the undersigned that the Schedule 13G filed with the Securities and Exchange Commission on or about the date hereof with respect to the beneficial ownership by the undersigned of the common stock of GCT Semiconductor Holding, Inc. will be filed on behalf of each of the persons and entities named below in accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
Dated: August 12, 2025
TD SECURITIES (USA) LLC
By: /s/ Christina Petrou
Title: Executive Vice President & Chief Operating Officer
TORONTO DOMINION HOLDINGS (U.S.A.), INC.
By: /s/ Christina Petrou
Title: Executive Vice President & Chief Operating Officer
TD GROUP US HOLDINGS LLC
By: /s/ Salma Salman
Title: Senior Vice President & Chief Financial Officer
THE TORONTO-DOMINION BANK
By: /s/ Christina Petrou
Title: Executive Vice President & Chief Operating Officer
How many GCTS shares does TD Securities (USA) LLC beneficially own?
TD Securities (USA) LLC beneficially owns 3,764,360 shares of GCTS.
What percentage of GCTS does TD Securities report owning?
The filing reports a 7.2% ownership of GCTS common stock on a diluted basis including warrants.
How is the 3,764,360-share position composed?
It is composed of 221,771 common shares and 3,542,589 shares issuable upon exercise of warrants.
What are the terms of the warrants reported by TD Securities?
The warrants have an $11.50 exercise price and are described as presently exercisable.
Who filed the Schedule 13G/A for GCTS?
The Schedule 13G/A was filed jointly by TD Securities (USA) LLC, Toronto Dominion Holdings USA Inc., TD Group US Holdings LLC, and The Toronto-Dominion Bank.
Does TD Securities have voting power over the reported shares?
Yes. TD Securities reports sole voting and sole dispositive power over the 3,764,360 shares.
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