As filed with the Securities and Exchange Commission on November 3, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
________________________________________
FORM
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________________________________
(Exact name of registrant as specified in its charter)
________________________________________
| 6770 | 27-2447291 | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code Number) | (I.R.S. Employer |
300 Park Avenue, 16th Floor
New York, New York 10022
(212) 895-3500
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
________________________________________
George Syllantavos
Growth Capital Acquisition Corp.
300 Park Avenue, 16th Floor
New York, New York 10022
Telephone: 212-895-3500
(Name, address, including zip code, and telephone number, including area code, of agent for service)
________________________________________
Copies to:
Barry I. Grossman, Esq. |
George Syllantavos |
Jun Pei |
Paul Sieben, Esq. |
________________________________________
Approximate date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box: ☒
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
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.
Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| ☒ | Smaller reporting company | | |||
Emerging growth company | |
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 7(a)(2)(B) of the Securities Act.
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be Registered(1) |
Amount to be Registered |
Proposed |
Proposed |
Amount of |
|||||||||
Secondary Offering |
|
|
|
|
|
||||||||
Common stock, par value $0.0001 per share(2) |
133,094,138 |
$ |
9.93 |
(3) |
$ |
1,321,624,790 |
$ |
122,514.62 |
|
||||
Warrants to purchase common stock(4) |
5,175,000 |
$ |
— |
|
$ |
— |
$ |
— |
(5) |
||||
Common stock, par value $0.0001 per share, underlying warrants(6) |
5,175,000 |
|
— |
|
|
— |
|
— |
(5) |
||||
Primary Offering |
|
|
|
|
|
||||||||
Common stock, par value $0.0001 per share, underlying warrants(7) |
8,768,750 |
$ |
11.50 |
(8) |
$ |
100,840,625 |
$ |
9,347.93 |
|
||||
TOTAL |
|
|
$ |
1,422,465,415 |
$ |
131,862.55 |
|
____________
(1) Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (“Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2) The number of shares of common stock, par value $0.0001 per share (the “common stock”) being registered relates to the resale of up to of (i) up to 122,831,638 shares of common stock to be issued by the registrant as consideration in the Business Combination (as defined herein), (ii) 5,950,000 shares of common stock to be issued as PIPE Shares (as defined herein) to be issued immediately prior to the closing of the Business Combination; and (iii) 4,312,500 shares of common stock issuable upon conversion of Founder Shares (as defined herein).
(3) Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the Common Stock on the Nasdaq Capital Market of The Nasdaq Stock Market LLC (“Nasdaq”) on October 29, 2021 (such date being within five business days of the date that this registration statement was filed with the United States Securities and Exchange Commission (“SEC”)). This calculation is in accordance with Rule 457(c) of the Securities Act.
(4) The number of warrants being registered relates to the resale of up to 5,175,000 Private Placement Warrants (as defined herein).
(5) In accordance with Rule 457(g), the entire registration fee for the warrants is allocated to the common stock underlying the warrants, and no separate fee is payable for the warrants.
(6) The number of shares underlying warrants being registered relates to the resale of up to 5,175,000 shares of common stock issuable upon the exercise of the Private Placement Warrants.
(7) The number of shares of common stock underlying warrants being registered relates to the issuance by the registrant of up to (i) 3,593,750 shares of common stock that are issuable upon the exercise of 7,187,500 warrants originally issued in the registrant’s initial public offering and (ii) 5,175,000 shares of common stock issuable upon the exercise of 5,175,000 Private Placement Warrants.
(8) Calculated pursuant to Rule 457(g) under the Securities Act, based on the exercise price of the warrants.
The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY NOTE
On February 2, 2021, Growth Capital Acquisition Corp. (the “Company”) consummated its initial public offering (the “IPO”) of 17,250,000 units (the “Units”), including 2,250,000 Units sold upon the full exercise of the underwriters’ over-allotment option. Each Unit consisted of one share of Class A common stock of the Company, par value $0.0001 per share (the “Class A common stock”), and one-half of one warrant of the Company (a “Public Warrant”), with each whole Public Warrant entitling the holder thereof to purchase one share of Class A common stock for $11.50 per share. Simultaneously with the closing of the IPO, the Company completed the private sale of an aggregate of 5,175,000 warrants (the “Private Placement Warrants”).
On August 4, 2021, the Company, GCAC Merger Sub Inc., a Delaware corporation and newly formed wholly-owned subsidiary of the Company (“Merger Sub”) and Cepton Technologies, Inc., a Delaware corporation (“Cepton”) entered into a business combination agreement (the “Business Combination Agreement”). Pursuant to the Business Combination Agreement, subject to the terms and conditions set forth therein, upon the consummation of the transactions contemplated by the Business Combination Agreement, Merger Sub will merge with and into Cepton (the “Merger” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”), with Cepton continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of the Company. Under the terms of the Business Combination Agreement, upon the closing of the Business Combination, the Company’s name would be changed to Cepton, Inc. (which we refer to as “New Cepton”), the existing Class A common stock of the Company would be reclassified as common stock of the Company (which we refer to herein as the “common stock”) and the Cepton stockholders prior to the merger would receive shares of common stock in exchange for their shares of Cepton common stock, Cepton preferred stock and Cepton Class F stock.
Furthermore, on August 4, 2021 and October 19, 2021, the Company entered into subscription agreements with certain investors (the “PIPE Investors”) for the sale of an aggregate of 5,950,000 shares (the “PIPE Shares”) of common stock for an aggregate purchase price of $59,500,000 in a private placement to be consummated immediately prior to the closing of the Business Combination (the “PIPE Investment”).
This registration statement registers, among other securities, (i) the resale of up to 122,831,638 shares of common stock to be issued to certain Cepton stockholders as consideration in the Business Combination (the “Consideration Shares”) and (ii) the resale of up to 5,950,000 PIPE Shares to be issued to the PIPE Investors in the PIPE Investment to be consummated immediately prior to the closing of the Business Combination. The Consideration Shares and the PIPE Shares will not be issued and outstanding at the time of the special meeting of GCAC’s stockholders (the “Special Meeting”) to be held to approve the Business Combination and other proposals.
In addition, this registration statement registers the resale of 4,312,500 shares of common stock issuable upon conversion of the Company’s Class B common stock currently held by Growth Capital Sponsor LLC, Nautilus Carriers LLC, HB Strategies LLC and certain of the Company’s directors, which, pursuant to the Company’s amended and restated certificate of incorporation will be automatically converted into shares of Class A common stock, on a one-for-one basis, on the date of the closing of our previously announced Business Combination and reclassified into common stock.
This registration statement also registers the resale of up to 5,175,000 Private Placement Warrants (“Private Placement Warrants”) originally issued in a private placement to the Company’s sponsor at the time of its IPO and the issuance by the registrant of up to 5,175,000 shares of common stock pursuant to the exercise thereof.
This registration statement also registers the issuance by the registrant of up to 3,593,750 shares of common stock reclassified from the Class A common stock, issuable upon the exercise of the Public Warrants and up to 5,175,000 shares of common stock reclassified from the Class A common stock issuable upon the exercise of the Private Placement Warrants.
In the event the Business Combination is not approved by GCAC stockholders or the other conditions precedent to the consummation of the Business Combination are not met, then the Consideration Shares and PIPE Shares will not be issued and GCAC will seek to withdraw this registration statement prior to its effectiveness.
The information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED NOVEMBER 3, 2021
PRELIMINARY PROSPECTUS
GROWTH CAPITAL ACQUISITION CORP.
133,094,138 Shares of Common Stock
5,175,000 Warrants to Purchase Shares of Common Stock
8,768,750 Shares of Common Stock Underlying Warrants
This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling Securityholders”) up to 133,094,138 shares of our common stock, par value $0.0001 per share, which is currently classified as Class A common stock (“common stock”), 5,175,000 warrants to purchase shares of common stock and 5,175,000 shares of common stock that are issuable upon the exercise of the Private Placement Warrants (as such terms are defined below), consisting of:
• up to 122,831,638 shares of common stock, which are expected to be issued as consideration in the Business Combination (the “Consideration Shares”);
• up to 5,950,000 shares of common stock (the “PIPE Shares”), which are expected to be issued in a private placement pursuant to the terms of the Subscription Agreements (as defined below) in connection with the Business Combination;
• up to 4,312,500 shares of common stock (the “Founder Shares”) issuable upon conversion of our Class B common stock originally issued in private placements, which, pursuant to our amended and restated certificate of incorporation will automatically be converted into shares of common stock, on a one-for-one basis, on the date of the closing of the Business Combination;
• up to 5,175,000 warrants (“Private Placement Warrants”) originally issued in a private placement at the time of our initial public offering on February 2, 2021 (the “IPO”); and
• 5,175,000 shares of common stock (the “Private Warrant Shares”) issuable upon the exercise of the Private Placement Warrants.
This prospectus also relates to the issuance by us of up to 8,768,750 shares of common stock (the “Public Warrant Shares”) that are issuable by us upon the exercise of 3,593,750 warrants (“Public Warrants”) including as part of the units issued in our IPO and the exercise of the 5,175,000 Private Placement Warrants.
On August 4, 2021, Growth Capital Acquisition Corp., a Delaware corporation (“GCAC”), GCAC Merger Sub Inc., a Delaware corporation and newly formed wholly-owned subsidiary of GCAC (“Merger Sub”) and Cepton Technologies, Inc., a Delaware corporation (“Cepton”), entered into a Business Combination Agreement (the “Business Combination Agreement”) pursuant to which Merger Sub will merge with and into Cepton (the “Merger”, with Cepton continuing as the surviving corporation in the Merger and a wholly-owned subsidiary of GCAC (the “Business Combination”). Under the terms of the Business Combination Agreement, upon the closing of the Business Combination, GCAC’s name would be changed to Cepton, Inc. (which we refer to as “New Cepton”), the existing Class A common stock of GCAC would be reclassified as common stock of the Company (which we refer to herein as the “common stock”) and the Cepton stockholders prior to the merger would receive shares of common stock in exchange for their shares of Cepton common stock, Cepton preferred stock and Cepton Class F stock, a portion of which are the Consideration Shares. It is anticipated that, immediately after the Closing of the Business Combination, New Cepton will have a total of 169,785,910 shares of common stock issued and outstanding.
If the Business Combination (as defined below) is not completed, then the Consideration Shares and the PIPE Shares proposed to be sold under this prospectus will not be issued and the Founder Shares, the Public Warrant Shares, the Private Placement Warrants and the Private Warrant Shares may not be resold under this prospectus.
In connection with the execution of the Business Combination Agreement, GCAC entered into subscription agreements with investors (the “PIPE Investors”) for the PIPE Shares at a price of $10.00 per share in a private placement in GCAC (the “PIPE Investment”) to be consummated simultaneously with the closing of the Business Transaction (the “Closing”).
Prior to our IPO, we issued the Founder Shares to our Sponsor (as defined below), following which a portion of the Founder Shares were transferred to the Selling Securityholders hereunder. The Founder Shares will be converted into Class A common stock, which will then be reclassified as common stock upon the consummation of the Business Combination. In our IPO, we issued 17,250,000 units which included the Public Warrants, which had 3,593,750 shares of Class A common stock underlying such warrants. Upon our IPO, we also issued 5,175,000 Private Placement Warrants, which have 5,175,000 shares of Class A common stock underlying them. Following the consummation of the business combination the Class A common stock underlying the Public Warrants and the Private Placement warrants will be reclassified as common stock.
We are registering the offer and sale of these securities to satisfy certain registration rights we have granted. The Selling Securityholders may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of our common stock or warrants, except with respect to amounts received by us upon the exercise of the warrants. We will bear all costs, expenses and fees in connection with the registration of these securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their sale of shares of our common stock or warrants. See section entitled “Plan of Distribution” beginning on page 169 of this prospectus.
GCAC’s units, Class A common stock, and warrants are currently listed on the Nasdaq Capital Market (“Nasdaq”) and trades under the symbols “GCACU,” “GCAC,” “GCACW,” respectively. Upon the Closing, the common stock and warrants of New Cepton are expected trade on the Nasdaq Stock Market under the symbol “CPTN” and “CPTNW,” respectively. Upon the Closing, the units issued by GCAC in its IPO will be separated into their component securities and will cease to be listed on the Nasdaq.
We are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting requirements.
INVESTING IN OUR SECURITIES INVOLVES RISKS THAT ARE DESCRIBED IN THE “RISK FACTORS” SECTION BEGINNING ON PAGE 24 OF THIS PROSPECTUS.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is , 2021.
TABLE OF CONTENTS
You should rely only on the information contained in this prospectus. No one has been authorized to provide you with information that is different from that contained in this prospectus. This prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this prospectus is accurate as of any date other than that date.
For investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.
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FREQUENTLY USED TERMS
Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “GCAC” refer to Growth Capital Acquisition Corp., a Delaware corporation, and the term “Combined Company” refers to the company following the consummation of the Business Combination. In this prospectus:
“ADAS” means advanced driver assistance systems.
“Amended and Restated Charter” means the second amended and restated certificate of incorporation of GCAC, in the form included as Exhibit 10.21 to this prospectus.
“Autograde” means automotive-grade.
“AV” means autonomous vehicles.
“Business Combination” means the Merger and the other transactions contemplated by the Business Combination Agreement.
“Business Combination Agreement” means the Business Combination Agreement, dated August 4, 2021, as it may further be amended or supplemented from time to time, by and among GCAC, Merger Sub and Cepton.
“Business Combination Marketing Agreement” means the business combination marketing agreement, dated January 29, 2021, by and between the Company and Maxim.
“Capital Markets Advisory Fee Engagement Letter” means the engagement letter between GCAC and Craig Hallum, dated as of August 4, 2021, pursuant to which Craig Hallum is providing certain capital markets advisory services to GCAC in accordance with the terms thereof.
“CCC” refers to the California Corporations Code, as amended.
“Cepton” means Cepton Technologies, Inc., a Delaware corporation, and includes the surviving corporation after the Merger. References herein to Cepton will include its subsidiaries to the extent reasonably applicable.
“Cepton Board” means the board of directors of Cepton.
“Cepton Business Combination Proposal” means the proposal to the Cepton stockholders to consider the Business Combination and to provide the required written consent to adopt and approve in all respects the Business Combination Agreement and the Business Combination, among other proposals.
“Cepton Class F stock” means shares of Class F stock, par value of $0.00001 per share, of Cepton.
“Cepton common stock” means shares of common stock, par value $0.001 per share, of Cepton.
“Cepton Outstanding Shares” means the total number of shares of Cepton common stock, Cepton Class F stock and the Cepton preferred stock (on an “as-converted” to Cepton common stock basis) on a diluted basis as of the Closing Date using the treasury method of accounting, including, without duplication, the number of shares of Cepton common stock issuable upon conversion of Cepton preferred stock and Cepton Class F stock, the number of shares of Cepton common stock issued or issuable upon the exercise of all outstanding Cepton options and the shares of Cepton common stock underlying the Cepton warrant issued to Silicon Valley Bank on August 22, 2019, or any other equity equivalents, excluding, in all such cases, Cepton options that are not vested.
“Cepton preferred stock” means shares of preferred stock, par value $0.001 per shares, of Cepton.
“Cepton stock” means any of the Cepton common stock, Cepton preferred stock and Cepton Class F stock.
“Cepton stockholders” refers to holders of capital stock of Cepton as of the time immediately before the Effective Time.
“Closing” means the closing of the Business Combination.
“Closing GCAC Cash” means without duplication, an amount equal to (a) the funds contained in the Trust Account as of immediately prior to the Effective Time; plus (b) all other Cash and Cash Equivalents of GCAC; minus (c) the aggregate amount of cash proceeds that will be required to satisfy the redemption of any shares of GCAC
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Common Stock pursuant to the Redemption (to the extent not already paid); plus (d) the aggregate amount of cash committed to purchase shares of common stock pursuant to the PIPE subscription agreements entered into prior to the Closing in connection with the PIPE Investment (and that has been funded to the escrow account in accordance with the Subscription Agreements solely to the extent such Subscription Agreement expressly contemplates the funding of such committed cash into an escrow account prior to the Closing) or pursuant to Forward Purchase Agreements.
“Code” means the Internal Revenue Code of 1986, as amended.
“Combined Entity” or “New Cepton” refers to Cepton, Inc. (which will be the new name of GCAC giving effect to the Business Combination, and which will include Cepton and any other direct or indirect subsidiaries of GCAC to the extent reasonably applicable).
“common stock” or “New Cepton common stock” means the common stock, par value $0.0001 per share, of GCAC (which will be renamed Cepton, Inc.) following the Business Combination; such common stock was previously designated GCAC Class A common stock of GCAC, and common stock or New Cepton common stock will include any shares of GCAC Class B common stock that are converted into GCAC Class A common stock in connection with the Closing pursuant to the GCAC Charter.
“Company Convertible Securities” means, collectively, each outstanding option, warrant, convertible note or other right to subscribe or purchase any capital stock of Cepton or securities convertible into or exchange for, or that otherwise confer on the holder any right to acquire any capital stock of Cepton.
“COVID-19” means the coronavirus pandemic.
“Craig-Hallum” means Craig-Hallum Capital Group LLC, a limited liability company.
“DGCL” means the General Corporation Law of the State of Delaware, as amended.
“DWAC” means The Depository Trust Company’s deposit withdrawal at custodian.
“Earnout Shares” means the up to 13,000,000 shares of common stock that may be issued to Cepton securityholders if certain share prices of common stock are achieved and other conditions are satisfied.
“Effective Time” means the effective time of the Merger in accordance with the Business Combination Agreement.
“Exchange Act” means the Securities Exchange Act of 1934, as amended.
“Forward Purchase Agreement” means a forward purchase agreement with one or more investors to purchase equity securities of GCAC after the Closing on such terms and conditions as determined by the parties thereto.
“Founder Shares” means GCAC Class B common stock initially purchased by our Sponsor, Nautilus and HB Strategies in private placement transactions prior to the GCAC IPO, and the shares of our common stock issued upon the conversion thereof as provided herein.
“Founder Warrants” means the Private Placement Warrants issued to the Sponsor Group in the Private Placement.
“GCAC” means Growth Capital Acquisition Corp., a Delaware corporation, which will be renamed “Cepton, Inc.” in connection with the Closing.
“GCAC Board” means the board of directors of GCAC.
“GCAC Charter” or “Charter” means GCAC’s current amended and restated certificate of incorporation as filed with the Secretary of State of the State of Delaware on January 29, 2021.
“GCAC Class A common stock” means the Class A common stock, par value $0.0001, of GCAC.
“GCAC Class B common stock” means the Class B common stock, par value $0.0001, of GCAC.
“GCAC common stock” means any of the Class A common stock and the Class B common stock of GCAC.
“GCAC IPO” means GCAC’s initial public offering that was consummated by GCAC on February 2, 2021.
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“GCAC IPO Prospectus” means the final prospectus of GCAC, dated as of January 29, 2021, in connection with the GCAC IPO, as filed with the SEC pursuant to Rule 424(b) under the Securities Act on February 2, 2021 (File No. 333-248087).
“GCAC Special Meeting” means the special meeting of the stockholders of GCAC, to be held virtually at 10:00 a.m. Eastern Time on , 2021.
“HB Strategies” are to HB Strategies LLC, a Delaware limited liability company.
“HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.
“Initial stockholders” means the Sponsor, Nautilus, HB Strategies, and any other holders of our founder shares prior to the GCAC IPO (or their permitted transferees).
“J.P. Morgan” means J.P. Morgan Securities LLC, a limited liability company.
“KPMG” means KPMG LLP, Cepton’s independent auditor.
“M&A Advisory Engagement Letter” means the engagement letter between GCAC and Maxim, dated as of August 4, 2021, pursuant to which Maxim is providing merger and acquisition advisory services to GCAC in connection with the Business Combination.
“Marcum” means Marcum LLP, GCAC’s independent auditor.
“Maxim” means Maxim Group LLC, the representative of the underwriters in GCAC’s initial public offering, co-placement agent with respect to the PIPE Investment, and as a merger and acquisitions advisor.
“Merger” means the merger of Merger Sub with and into Cepton, with Cepton continuing as the surviving corporation and as a wholly-owned subsidiary of GCAC, in accordance with the terms of the Business Combination Agreement.
“Merger Sub” means GCAC Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of GCAC.
“Minimum Cash Condition” means the condition to the Closing, which may be waived by Cepton, that, upon the Closing, GCAC have cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment of the Redemption) and the proceeds of any PIPE Investment, prior to giving effect to the payment of GCAC’s unpaid transaction expenses or liabilities, at least equal to $58.5 million.
“Nautilus” means Nautilus Carriers LLC, a Delaware limited liability company, an affiliate of Prokopios “Akis” Tsirigakis and George Syllantavos, GCAC’s current co-Chief Executive Officers as of the date of this prospectus.
“New Cepton Board” means the board of directors of New Cepton.
“Trust Account” means the trust account of GCAC, which holds the net proceeds of the GCAC IPO, including from overallotment securities sold by GCAC’s underwriters, and the sale of the Private Placement Warrants, together with interest earned thereon, less amounts released to pay franchise and income tax obligations and up to $100,000 for dissolution expenses, and amounts paid pursuant to redemptions.
“Units” means Units issued in the GCAC IPO, including any overallotment securities acquired by GCAC’s underwriters, consisting of one share of GCAC Class A common stock and one-half of one Public Warrant.
“Warrants” means any of the Private Placement Warrants, the Public Warrants and the Working Capital Warrants (if any).
“Working Capital Warrants” means any warrants issued to the Sponsor or its affiliates or GCAC’s officers or directors in connection with any loans made by them to GCAC prior to the closing of GCAC’s initial business combination in accordance with the GCAC IPO Prospectus. As described in the GCAC IPO Prospectus, up to $1,500,000 of such loans may be converted at the election of the applicable lender into warrants at a price of $1.00 per warrant, which warrants would be identical to the Private Placement Warrants.
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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this prospectus may constitute “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. 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. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target”, “designed to” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. GCAC and Cepton caution readers of this prospectus that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond GCAC and Cepton’s control, that could cause the actual results to differ materially from the expected results. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity and market share, potential benefits and the commercial attractiveness to its customers of Cepton’s products and services, the potential success of Cepton’s marketing and expansion strategies, the potential for Cepton to achieve design awards, potential benefits of the Business Combination (including with respect to shareholder value), and expectations related to the terms and timing of the Business Combination. These statements are based on various assumptions, whether or not identified in this prospectus, and on the current expectations of Cepton’s and GCAC’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. These forward-looking statements are subject to a number of risks and uncertainties, including:
• the conditions affecting the markets in which Cepton operates;
• the success of Cepton’s strategic relationships, including with our Tier 1 partners, none of which are exclusive;
• fluctuations in sales of Cepton’s major customers;
• fluctuations in capital spending in the Automotive and Smart Infrastructure markets;
• the impact of the coronavirus (“COVID-19”) pandemic on the global economy and financial markets, including any restrictions on Cepton’s operations and the operations of Cepton’s customers and suppliers resulting from public health requirements and government mandates;
• changes in applicable laws or regulations;
• the possibility that Cepton’s business or the combined company may be adversely affected by other economic business, and/or competitive factors;
• the risk that current trends in the Automotive and Smart Infrastructure markets decelerate or do not continue;
• estimates for the financial performance of Cepton’s business may prove to be incorrect or materially different from actual results;
• the inability of the parties to successfully or timely consummate the proposed Business Combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed Business Combination or that the approval of the stockholders of GCAC or Cepton is not obtained;
• failure to realize the anticipated benefits of the proposed business combination;
• risks relating to the uncertainty of the projected financial and operating information with respect to Cepton, including whether Cepton will be able to achieve its target milestones, its pricing and sales volume targets, and its proposed production timelines and win the engagements contemplated in its projected pipeline, and the ability of original equipment manufacturers (“OEMs”) and other strategic partners to re-source or cancel vehicle or technology programs;
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• risks related to future market adoption of Cepton’s offerings;
• the final terms of Cepton arrangement with its Tier 1 partner and, in turn, its Tier 1 partner’s contract with OEM-B differing from Cepton’s expectations, including with respect to volume and timing, or the arrangement can be terminated or may not materialize into a long-term contract partnership arrangement;
• risks related to Cepton’s marketing and growth strategies;
• the effects of competition on Cepton’s future business;
• the amount of redemption requests made by GCAC’s public stockholders;
• the ability of GCAC or the combined company to issue equity or equity-linked securities in connection with the proposed Business Combination or in the future;
• matters discovered by the parties as they complete their respective due diligence investigation of the other;
• the inability to recognize the anticipated benefits of the proposed Business Combination, which may be affected by, among other things, the amount of cash available following any redemptions by GCAC’s stockholders;
• costs related to the proposed Business Combination;
• expectations with respect to future operating and financial performance and growth, including when Cepton will generate positive cash flow from operations;
• Cepton’s ability to raise funding on reasonable terms as necessary to develop its product in the timeframe contemplated by its business plan;
• Cepton’s ability to execute its business plans and strategy;
• the outcome of any legal proceedings that may be instituted against Cepton or GCAC related to Business Combination, and those factors discussed in GCAC’s final prospectus filed on January 29, 2021 under the heading “Risk Factors,” and other documents of GCAC filed, or to be filed, with the SEC; and
• other risks and uncertainties described in this prospectus, including those under the section entitled “Risk Factors.”
If any of these risks materialize or any of GCAC’s or Cepton’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. There may be additional risks that neither GCAC nor Cepton presently know or that GCAC and Cepton currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect GCAC’s and Cepton’s expectations, plans or forecasts of future events and views as of the date of this prospectus. GCAC and Cepton anticipate that subsequent events and developments will cause GCAC’s and Cepton’s assessments to change. However, while GCAC and Cepton may elect to update these forward-looking statements at some point in the future, GCAC and Cepton specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing GCAC’s and Cepton’s assessments as of any date subsequent to the date of this prospectus. Accordingly, undue reliance should not be placed upon the forward-looking statements. Actual results, performance or achievements may, and are likely to, differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements were based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond GCAC’s and Cepton’s control.
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SUMMARY OF THE PROSPECTUS
This summary highlights selected information from this prospectus and does not contain all of the information that is important to you in making an investment decision. This summary is qualified in its entirety by the more detailed information included in this prospectus. Before making your investment decision with respect to our securities, you should carefully read this entire prospectus, including the information under “Risk Factors,” “GCAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Cepton’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and the financial statements included elsewhere in this prospectus.
Parties to the Business Combination
Growth Capital Acquisition Corp.
GCAC is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. GCAC common stock, Units and Warrants are currently listed on Nasdaq under the symbols “GCAC”, “GCACU” and “GCACW”, respectively. The mailing address of GCAC’s principal executive office is Prokopios “Akis” Tsirigakis, Chairman and Co-Chief Executive Officer, 300 Park Avenue, 16th Floor, New York, New York 10022, (212) 895-3500.
Cepton Technologies, Inc.
Founded in 2016 and led by Chief Executive Officer, Dr. Jun Pei and Chief Technology Officer, Dr. Mark McCord. Cepton is focused on the mass market commercialization of high performance, high quality lidar solutions and has been awarded the largest known ADAS lidar series production award in the industry to date, based on number of vehicle models awarded, by OEM-B (as defined below). Cepton’s lidar solutions offer high performance and auto-grade reliability at competitive prices for a range of markets, such as Automotive and Smart Infrastructure. Cepton’s patented Micro Motion Technology (“MMT®”)-based lidar technology enables reliable, high performance, low power, and compact solutions that deliver long range, high resolution 3D perception for smart applications. Cepton is headquartered in San Jose, California, with a sales and marketing presence in North America, Europe, Japan, India and China, to serve a fast-growing global customer base.
The mailing address of Cepton’s principal executive office is 399 West Trimble Road, San Jose, California 95131, and its telephone number is (408) 459-7579.
For more information about Cepton, see the sections entitled “Information About Cepton” and “Cepton’s Management’s Discussion and Analysis of Financial Condition and Results of Operation.
Merger Sub
Merger Sub is a wholly-owned subsidiary of GCAC, formed on July 22, 2021 to consummate the Business Combination. In the Business Combination, Merger Sub will merge with and into Cepton with Cepton surviving the Merger. As a result, Cepton will become a wholly-owned subsidiary of GCAC.
General Description of the Business Combination Agreement
On August 4, 2021, GCAC entered into the Business Combination Agreement with Merger Sub and Cepton. Unless otherwise defined herein, the capitalized terms used in this section will have the meaning ascribed to such terms in the Business Combination Agreement.
Subject to the terms and conditions set forth in the Business Combination Agreement, among other matters, at the Effective Time:
(i) each share of Cepton common stock (other than dissenting shares) will be converted into (i) the contingent right to receive Earnout Shares (as defined below) (which may be zero) and (ii) a certain number of shares of New Cepton common stock equal to the number of shares of common stock of New Cepton equal to (a)(1) the equity value assigned to Cepton of $1,500,000,000, divided by (2) the total number of Cepton Outstanding Shares, divided by (b) 10 (the “Per Share Stock Consideration”); and
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(ii) each option to purchase shares of Cepton common stock, whether or not exercisable and whether or not vested, that is outstanding immediately prior to the Effective Time will be assumed by GCAC and converted into an option to purchase shares of New Cepton common stock (each, a “Converted Option”). Each Converted Option will have and be subject to the same terms and conditions (including vesting, expiration and exercisability terms) as were applicable to the Cepton option from which it was converted immediately before the Effective Time, except that (x) each Converted Option will be exercisable for that number of shares of New Cepton common stock equal to the product (rounded down to the nearest whole number) of (1) the number of shares of Cepton common stock subject to the Cepton option immediately before the Effective Time and (2) the Per Share Stock Consideration and (y) the per share exercise price for each share of New Cepton common stock issuable upon exercise of the Converted Option will be equal to the quotient (rounded up to the nearest whole cent) obtained by dividing (1) the exercise price per share of Cepton common stock of such Cepton option immediately before the Effective Time by (2) the Per Share Stock Consideration.
In addition to the Merger Consideration set forth above, additional contingent shares (“Earnout Shares”) will be payable to each holder of Cepton common stock and/or Cepton options receiving consideration in the Merger, in the amounts set forth below:
(i) If the closing share price of the common stock equals or exceeds $15.00 per share for any 20 trading days within any consecutive 30-trading day period that occurs after the Closing Date and on or prior to the three-year anniversary of the Closing Date, then, the Company will issue to each holder of Cepton common stock that is entitled to Earnout Shares a number of shares of common stock equal to such holder’s pro rata portion of 7,000,000 shares.
(ii) If the closing share price of the common stock equals or exceeds $17.50 per share for any 20 trading days within any consecutive 30-trading day period that occurs after the Closing Date and on or prior to the three (3)-year anniversary of the Closing Date, the Company will issue to each holder of Cepton common stock that is entitled to Earnout Shares, a number of shares of common stock equal to such holder’s Earnout Pro Rata Portion (as defined in the Business Combination Agreement) of 6,000,000 shares.
Post-Business Combination Ownership of the Combined Entity
Immediately after the Closing, GCAC, which will be renamed Cepton, Inc., will own 100% of Cepton.
It is anticipated that, upon the completion of the Business Combination, GCAC’s public stockholders will retain an aggregate ownership interest of approximately 10.2% of the outstanding capital stock of New Cepton, the Sponsor Group will retain an aggregate ownership interest of approximately 2.5% of the outstanding capital stock of New Cepton, the PIPE Investors will retain an aggregate ownership interest of approximately 3.4% of the outstanding capital stock of New Cepton, and the Cepton stockholders will own approximately 83.9% of the issued and outstanding shares of common stock or 84.5% of common stock on a diluted basis (including vested Cepton options), immediately following the Closing (in each case, excluding outstanding unvested Cepton options). The foregoing ownership percentages with respect to New Cepton following the Business Combination exclude any outstanding Warrants and assumes that (i) there are no redemptions of any shares by GCAC’s public stockholders in connection with the Business Combination or an Extension Redemption, (ii) no awards are issued under the 2021 Plan, (iii) no shares are issued under the ESPP, (iv) no Working Capital Warrants are issued, and (v) GCAC does not engage in any kind of additional equity financing prior to the Closing. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by the GCAC’s existing stockholders in New Cepton will be different.
Representations and Warranties
The Business Combination Agreement contains representations and warranties by each of GCAC and Cepton that are customary for transactions similar to the Business Combination.
Cepton made representations and warranties relating to, among other matters, (1) organization, good standing and subsidiaries, (2) organizational documents, (3) capitalization, (4) authority relative to the Business Combination Agreement, (5) no conflicts, required filings, and consent, (6) permits and compliance, (7) financial statements and internal controls, (8) absence of certain changes or events, (9) absence of litigation, (10) employee benefit plans, (11) labor and employment matters, (12) real property and title to assets, (13) intellectual property, (14) taxes,
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(15) environmental matters (16) material contracts, (17) insurance, (18) board approval and vote required, (19) interested party transactions, (20) the Exchange Act, (21) brokers, (22) certain business practices, (23) registration statement, (24) PPP loan, (25) key customers and suppliers, (26) the Investment Company Act of 1940, as amended, (27) books and records, (28) independent investigation, and (29) information supplied.
GCAC and Merger Sub made representations and warranties relating to, among other matters, (1) organization and good standing, (2) governing documents, (3) capitalization, (4) authority relative to the Business Combination Agreement and vote required, (5) no conflict, required filings and consent, (6) compliance, (7) SEC filings and financial statements, (8) absence of certain changes or events, (9) absence of litigation (10) board approval, (11) no prior operations of Merger Sub, (12) brokers, (13) GCAC Trust Fund, (14) Employees, (15) taxes, (16) registration and listing, (17) registration statement, (18) subscription agreements, (19) affiliate agreements, and (20) GCAC’s and Merger Sub’s investigation and reliance.
Many of the representations and warranties are qualified by materiality, Company Material Adverse Effect or GCAC Material Adverse Effect (as such terms are defined in the Business Combination Agreement).
Survival/Indemnification
The representations and warranties made by the parties terminate as of and do not survive the Closing, and there are no indemnification rights for another party’s breach. The covenants and agreements of the parties shall not survive the Closing, except those covenants and agreements to be performed after the Closing, which covenants and agreement shall survive until fully performed.
Covenants of the Parties
Each party to the Business Combination Agreement has agreed to use its commercially reasonable efforts to effect the Closing. The Business Combination Agreement also contains certain customary covenants by each of the parties during the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms (the “Interim Period”), including covenants regarding including with respect to (1) the operation of their respective businesses in the ordinary course of business; (2) the provision of access to their properties, books personnel, and policies, (3) provision of financial statements by Cepton; (4) GCAC’s stock listing; (5) notifications of certain breaches, consent requirements, material adverse changes or other matters; (6) efforts to consummate the Closing and obtain third party and regulatory approvals; (7) tax matters and transfer taxes; (8) further assurances; (9) confidentiality (10) public announcements; and (11) the HSR Act compliance (if applicable). There are also certain customary post-Closing covenants regarding: (1) maintenance of books and records; (2) indemnification of directors and officers; and (3) use of trust account proceeds.
GCAC agreed, within ten (10) business days after GCAC’s receipt of the PCAOB Audited Financials from Cepton, and if not within such ten (10)-business day period, as promptly as practicable thereafter, to prepare, with reasonable assistance from Cepton, and file with the SEC the Registration Statement on Form S-4 (the “Registration Statement”) in connection with the registration under the Securities Act of the issuance of the New Cepton common stock to be issued to the Cepton stockholders, including the Earnout Shares, and containing a proxy statement/consent solicitation statement/prospectus for the purpose of GCAC soliciting proxies from the stockholders of GCAC to approve the Business Combination Proposal and the other required proposals at the GCAC Special Meeting and providing such stockholders an opportunity in accordance with GCAC’s organizational documents and GCAC’s initial public offering prospectus to have their shares of GCAC common stock redeemed.
Cepton also agreed in the Business Combination Agreement to obtain the written consent of its stockholders, as soon as reasonably practicable after the Registration Statement becomes effective, and in any event within five (5) business days after the Registration Statement becomes effective and use its reasonable best efforts to solicit from Cepton stockholders written consents in favor of the Business Combination Agreement and the Business Combination and related matters and the Cepton Board will recommend to the Cepton stockholders the same.
The parties also agreed to take all necessary action, so that effective at the Closing, the entire board of directors of New Cepton will consist of seven individuals, a majority of whom shall be independent directors in accordance with Nasdaq requirements. One of the members of such board will be designated by GCAC (who shall be an independent director) prior to the Closing and six of the members of the New Cepton Board (at least four of whom shall be
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independent directors) will be designated by Cepton prior to the Closing. The parties also agreed to classify GCAC’s board into three classes as described below. GCAC also agreed to provide each of the director designees to the New Cepton Board with a customary director indemnification agreement, in form and substance reasonably acceptable to such director.
During the Interim Period, GCAC will use its commercially reasonable efforts to consummate the PIPE Investment in accordance with the PIPE Subscription Agreements, and Cepton will reasonably cooperate with GCAC in such efforts.
Conditions to the Closing of the Business Combination
The consummation of the Business Combination is subject to certain conditions, among others:
• approval by Cepton’s stockholders of the approval and adoption of the Business Combination Agreement, the Merger, and all other transactions contemplated by the Business Combination Agreement;
• approval by GCAC’s stockholders of the required proposals in connection with the Business Combination;
• GCAC having at least $5,000,001 of net tangible assets as of the Effective Time;
• the expiration or termination of the waiting period under the HSR Act;
• the listing of the shares of common stock to be issued in connection with the closing of the transactions contemplated by the Business Combination Agreement will be approved for listing on the Nasdaq, subject only to official notice of issuance thereof;
• the registration statement having been declared effective under the Securities Act;
• the GCAC Charter having been amended and restated by the Amended and Restated Charter;
• no governmental authority of competent jurisdiction having entered any law, rule, regulation, judgement, decree, executive order, or award that has the effect of making the transactions contemplated by the Business Combination Agreement, illegal or otherwise prohibiting consummation of the transactions contemplated by the Business Combination Agreement;
• no GCAC or Cepton Material Adverse Effect shall have occurred between the date the Business Combination Agreement was entered into and the Closing; and
• the Closing GCAC Cash shall equal or exceed the Minimum Cash Condition.
Termination
The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior the Closing, including among other reasons:
• by mutual written consent of GCAC and Cepton;
• by either GCAC or Cepton if the Closing has not occurred by February 4, 2022, other than as a result of a breach by the party seeking termination;
• by either GCAC or Cepton if a Governmental Authority (as defined in the Business Combination Agreement) shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting, or if any law is in effect making illegal, the transactions contemplated by the Business Combination Agreement;
• by either GCAC or Cepton if GCAC fails to obtain the required stockholder approvals at the Meeting;
• by GCAC if (i) Cepton fails to obtain stockholder approval or (ii) Cepton fails to deliver to GCAC the Stockholder Support Agreements within twenty-four hours after the execution of the Business Combination Agreement;
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• by GCAC upon a breach of any representation, warranty, covenant or agreement on the part of Cepton set forth in the Business Combination Agreement, or if any representation or warranty of Cepton becomes untrue and is not cured by the earlier of 20 days after notice of such breach and February 4, 2022; and
• by Cepton upon a breach of any representation, warranty, covenant or agreement on the part of GCAC or Merger Sub set forth in the Business Combination Agreement, or if any representation or warranty of GCAC or Merger Sub becomes untrue and is not cured by the earlier of 20 days after notice of such breach and February 4, 2022.
Trust Account Waiver
Cepton agreed that they and their affiliates will not have any right, title, interest or claim of any kind in or to any monies in GCAC’s Trust Account held for its public stockholders, and agreed not to, and waived any right to, make any claim against the Trust Account (including any distributions therefrom).
Governing Law and Dispute Resolution
The Business Combination Agreement is governed by New York law and the parties are subject to exclusive jurisdiction of federal and state courts located in New York County, State of New York (and any appellate courts thereof), and each party waived its rights to a jury trial in connection therewith.
Related Agreements
This section describes the material provisions of certain additional agreements entered into or to be entered into pursuant to the Business Combination Agreement (the “Related Agreements”) but does not purport to describe all of the terms thereof.
Stockholder Support Agreements
The Business Combination Agreement provides that within twenty-four hours after the execution and delivery of the Business Combination Agreement, GCAC and certain Cepton stockholders will enter into Stockholder Support Agreements (the “Stockholder Support Agreements”). Pursuant to the Stockholder Support Agreements, each GCAC stockholder party thereto agreed to, among other things, vote their Company Shares (as defined in the Business Combination Agreement) in favor of the adoption and approval of the Business Combination Agreement and the Transactions.
Amended Registration Rights Agreement
Contemporaneously with the execution and delivery of the Business Combination Agreement, GCAC, the Sponsor Group and certain other GCAC shareholders parties thereto (collectively, the “Initial Holders”), Cepton, and certain Cepton stockholders entered an Amended and Restated Registration Rights Agreement (the “Amended Registration Rights Agreement”). Pursuant to the Amended Registration Rights Agreement, the Initial Holders and the undersigned parties listed under “Holder” on the signature page thereto are provided the right to demand registrations, piggy-back registrations and shelf registrations with respect to Registrable Securities (as defined in the Amended Registration Rights Agreement). The Amended Registration Rights Agreement supersedes the registration rights agreements between GCAC and certain of the Initial Holders.
Confidentiality and Lock-Up Agreement
Contemporaneously with the execution and delivery of the Business Combination Agreement, certain Cepton stockholders entered into a Confidentiality and Lock-up Agreement with GCAC (each, a “Confidentiality and Lock-Up Agreement”). Pursuant to the Confidentiality and Lock-Up Agreements, each Cepton stockholder party thereto agreed to a 180-day lock-up of its restricted GCAC securities following Closing, subject to (i) early release upon certain corporate transactions and (ii) certain limited permitted transfers where the recipient takes the shares subject to the restrictions in the Confidentiality and Lock-Up Agreement.
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Unpaid Expenses and Lock-Up Agreement
Contemporaneously with the execution and delivery of the Business Combination Agreement, GCAC, Sponsor, Nautilus, HB Strategies, and Cepton entered into an Unpaid Expenses and Lock-Up Agreement (the “Unpaid Expenses and Lock-Up Agreement”), pursuant to which, among other things, Sponsor, Nautilus, and HB Strategies agree that if GCAC’s unpaid or contingent liabilities as of immediately prior to the Closing (excluding deferred underwriting and business combination marketing fees and expenses arising from GCAC’s initial public offering and excluding any fees and expenses arising from the PIPE Investment) exceed $10,000,000, Sponsor, Nautilus, and HB Strategies, each will, at their election, either forfeit immediately prior to the Closing a number of Founder Shares and Founder Warrants having an aggregate value equal to the Excess Expense Amount (as defined in the Unpaid Expenses and Lock-Up Agreement)) or pay to GCAC an amount in cash equal to the Excess Expense Amount. Pursuant to the Unpaid Expenses and Lock-Up Agreement Sponsor, Nautilus, and HB Strategies are subject to certain lock-up restrictions.
GCAC Stockholder Support Agreement
Contemporaneously with the execution and delivery of the Business Combination Agreement, Cepton and certain GCAC stockholders entered into Stockholder Support Agreements (the “GCAC Stockholder Support Agreements”). Pursuant the GCAC Stockholder Support Agreements, the GCAC stockholders party thereto agreed, among other things, to vote their shares of GCAC Class B common stock in favor of the approval of the Business Combination Agreement and the Transactions. HB Strategies entered into a substantially similar Stockholder Support Agreement.
Employment Agreements
Prior to the Closing, in connection with the Business Combination, GCAC, on the one hand, and each of Drs. Pei, Fu and McCord, and Mr. Hourtienne, intend to enter into an employment agreement. The new employment arrangements will become effective upon consummation of the Business Combination. Please see the section entitled “Executive and Director Compensation of Cepton — Executive Employment Agreements” of this prospectus for additional information regarding the material terms of these new employment arrangements.
Risk Factors
You should consider all the information contained in this prospectus before making a decision to invest in the common stock. In particular, you should consider the risk factors described under “Risk Factors” beginning on page 24. Such risks include, but are not limited to, the following risks with respect to the Company subsequent to the Business Combination:
Risks Related to Cepton’s Business and Industry
• Cepton is an early stage company with a history of losses and expects to incur significant expenses and continuing losses for the foreseeable future.
• Cepton’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter.
• Cepton’s forecasts and projections are based upon assumptions, analyses and internal estimates developed by Cepton’s management. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, Cepton’s actual operating results may differ materially from those forecasted or projected.
• Cepton continues to implement strategic initiatives designed to grow its business. These initiatives may prove more costly than it currently anticipates and Cepton may not succeed in increasing its revenue in an amount sufficient to offset the costs of these initiatives and to achieve and maintain profitability.
• If Cepton’s lidar products are not selected for inclusion in ADAS and autonomous driving systems by automotive OEMs, automotive tier 1 suppliers, mobility or technology companies or their respective suppliers, its business will be materially and adversely affected.
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• Continued pricing pressures, automotive OEM cost reduction initiatives and the ability of automotive OEMs to re-source or cancel vehicle or technology programs may result in losses or lower than anticipated margins, which will adversely affect Cepton’s results of operations and financial condition.
• Although Cepton believes that lidar is likely to become an essential sensor for autonomous vehicles and other emerging markets, market adoption of lidar is uncertain. If market adoption of lidar does not continue to develop, or develops more slowly than Cepton expects, its business will be adversely affected.
• Cepton is substantially dependent on its series production award from OEM-B and its relationship with Koito, and its business and prospects will be materially and adversely affected if OEM-B’s development or launch plans for the multiple vehicle models in which Cepton’s products are expected to be deployed are significantly scaled back or terminated.
• Cepton relies on third-party suppliers and because some of the raw materials and key components in its products come from limited or single-source suppliers, Cepton is susceptible to supply shortages, long lead times for components, and supply changes, any of which could disrupt its supply chain and could delay deliveries of its products to customers.
• Because Cepton’s sales have been primarily to customers engaged in development of ADAS deployments in consumer vehicles and pilot projects in the Smart Infrastructure segment and its orders are project-based, Cepton expects its results of operations to fluctuate on a quarterly and annual basis.
• Even though many of the components in Cepton’s lidars are modular and can be built using readily available materials, Cepton, its outsourcing partners and its suppliers may rely on complex machinery for Cepton’s production, which involves a significant degree of risk and uncertainty in terms of operational performance and costs. Cepton, its outsourcing partners and its suppliers may also rely on highly-skilled labor for Cepton’s production, and if such highly-skilled labor is unavailable, Cepton’s business could be adversely affected.
• The average selling prices of Cepton’s products could decrease rapidly over the life of the product, which may negatively affect Cepton’s revenue and gross margin. In addition, the selling prices Cepton is able to ultimately charge in the future for the products it is currently developing or commercializing may be less than what Cepton currently projects, which may cause Cepton’s actual operating results to differ materially from its projections.
• The discontinuation, lack of commercial success, or loss of business with respect to a particular vehicle model or other customer solution for which Cepton is a significant supplier to, could reduce Cepton’s sales and adversely affect its profitability.
• There is substantial doubt about Cepton’s ability to continue as a going concern. Cepton will need additional financing to execute its business plan, to fund its operations and to continue as a going concern.
Legal and Regulatory Risks Related to Cepton’s Business
• Cepton is subject to governmental export and import control laws and regulations. Cepton’s failure to comply with these laws and regulations could have an adverse effect on its business, prospects, financial condition and results of operations.
• Cepton is subject to, and must remain in compliance with, numerous laws and governmental regulations across various jurisdictions concerning the manufacturing, use, distribution and sale of its products. Some of Cepton’s customers also require that it comply with their own unique requirements relating to these matters. These could impose substantial costs upon Cepton and materially impact our ability to fulfil certain business opportunities.
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Risks Related to Cepton’s Intellectual Property
• Despite the actions Cepton is taking to defend and protect its intellectual property, Cepton may not be able to adequately protect or enforce its intellectual property rights or prevent unauthorized parties from copying or reverse engineering its solutions. Cepton’s efforts to protect and enforce its intellectual property rights and prevent third parties from violating its rights may be costly.
Risks Related to GCAC and the Business Combination
• You may be unable to ascertain the merits or risks of Cepton’s operations.
• There is no assurance that GCAC’s diligence will reveal all material risks that may present with regard to Cepton. Subsequent to the completion of the Business Combination, New Cepton may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition and its share price, which could cause you to lose some or all of your investment.
• Because Cepton will become a publicly traded company through a merger as opposed to an underwritten public offering, no underwriter has conducted due diligence in connection with the business combination, and while sponsors, private investors and management in a business combination undertake a certain level of due diligence, it is not necessarily the same level of due diligence undertaken by an underwriter in an underwritten public offering.
Risks Related to Ownership of New Cepton’s Shares
• The GCAC Charter and the Amended and Restated Charter require, to the fullest extent permitted by law, that derivative actions brought in GCAC’s or New Cepton’s name, as applicable, against their respective directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware, which may have the effect of discouraging lawsuits against GCAC’s or New Cepton’s directors, officers, other employees or stockholders, as applicable.
• Anti-takeover provisions contained in the Amended and Restated Charter and the Proposed Bylaws, as well as provisions of Delaware law, could impair a takeover attempt.
• Claims for indemnification by New Cepton’s directors and officers may reduce New Cepton’s available funds to satisfy successful third-party claims against New Cepton and may reduce the amount of money available to New Cepton.
Risks Related to the Redemption
• The future exercise of registration rights may adversely affect the market price of the common stock.
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THE OFFERING
Issuer |
Growth Capital Acquisition Corp. (“GCAC”). In connection with the Closing of the Business Combination, GCAC will change its name to Cepton, Inc. If the Business Combination is not consummated, the shares of common stock registered pursuant to this prospectus will not be issued. |
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Resale of common stock |
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Securities offered by the Selling |
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• up to 122,831,638 Consideration Shares; |
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• up to 5,950,000 PIPE Shares; |
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• up to 4,312,500 Founder Shares; |
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• up to 5,175,000 Private Placement Warrants; and |
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• up to 5,175,000 shares of common stock issuable upon exercise of the Private Placement Warrants. |
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Use of proceeds |
We will not receive any of the proceeds from the sale of the common stock or warrants by the Selling Securityholders. |
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Issuance of common stock |
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Shares of common stock offered by us |
3,593,750 shares of common stock issuable upon exercise of the Public Warrants and 5,175,000 shares of common stock issuable upon exercise of the Private Placement Warrants |
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Common stock to be issued and outstanding after the Business Combination and before the consummation of this offering(1) |
• shares of common stock assuming no redemptions(1) • shares of common stock assuming maximum |
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Common stock to be issued and outstanding after the Business Combination and after the consummation of this offering |
• shares of common stock assuming no redemptions(1) • shares of common stock assuming maximum |
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Use of proceeds |
We will receive up to an aggregate of approximately $100.8 million from the exercise of the Public Warrants and the Private Placement Warrants, assuming the exercise in full of all of the Public Warrants and Private Placement Warrants for cash. We expect to use the net proceeds from the exercise of the Warrants, for working capital and general corporate purposes. |
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Nasdaq ticker symbols |
Prior to the Business Combination, GCAC’s units, Class A common stock and warrants are listed on Nasdaq under the symbols “GCACU,” “GCAC,” and “GCACW,” respectively. Following the closing of the Business Combination, it is expected that the common stock and warrants of New Cepton will be listed on Nasdaq under the symbols “CPTN” and “CPTNW,” respectively. |
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Risk factors |
Any investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information set forth under “Risk Factors” and elsewhere in this prospectus. |
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(1) Represents the number of shares of common stock outstanding at Closing assuming that none of GCAC’s public stockholders exercise their redemption rights in connection with the GCAC Special Meeting. See “Beneficial Ownership of Securities” for more information.
(2) Represents the number of shares of common stock outstanding at Closing assuming that a maximum of 15,962,947 Public Shares have been redeemed upon consummation of the Business Combination. The maximum redemption amount is presented taking into consideration the closing condition under the Business Combination Agreement requiring GCAC have a minimum of $58,500,000 in cash or cash equivalents.
15
SELECTED HISTORICAL FINANCIAL INFORMATION OF GCAC
GCAC is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.
GCAC’s balance sheet data as of June 30, 2021 and statement of operations data for the three months ended June 30, 2021 are derived from GCAC’s unaudited financial statements included elsewhere in this prospectus. GCAC’s balance sheet data as of March 31, 2021 and statement of operations data for the year ended March 31, 2021. GCAC’s statement of operations data for the period from April 1, 2020 through March 31, 2021 are derived from GCAC’s audited financial statements included elsewhere in this prospectus.
The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read the following selected financial information in conjunction with each of Cepton’s and GCAC’s consolidated financial statements and related notes and the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of GCAC” contained elsewhere herein.
GROWTH CAPITAL ACQUISITION CORP.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)
For the Three Months Ended June 30, |
|||||||
2021 |
2020 |
||||||
General and administrative expenses |
$ |
66,638 |
|
$ |
— |
||
Loss from operations |
|
(66,638 |
) |
|
— |
||
Other income (loss): |
|
|
|
||||
Change in fair value of warrants |
|
(1,466,250 |
) |
|
— |
||
Interest income – operating account |
|
1,202 |
|
|
— |
||
Interest income – Trust Account |
|
6,225 |
|
|
— |
||
Net loss |
$ |
(1,525,461 |
) |
$ |
— |
||
|
|
|
|||||
Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption |
|
16,115,493 |
|
|
— |
||
|
|
|
|||||
Basic and diluted net loss per share, Class A common stock subject to possible redemption |
$ |
0.00 |
|
$ |
— |
||
|
|
|
|||||
Basic and diluted weighted average shares outstanding, Class B common |
|
5,447,007 |
|
|
3,750,000 |
||
|
|
|
|||||
Basic and diluted net loss per share, Class B common stock |
$ |
(0.28 |
) |
$ |
— |
June 30, |
March 31, |
|||||
Unaudited |
||||||
Balance Sheet Data |
|
|
||||
Total assets |
$ |
173,310,771 |
$ |
173,370,188 |
||
Total liabilities |
$ |
8,681,300 |
$ |
7,215,256 |
||
Total commitments |
$ |
159,629,470 |
$ |
161,154,930 |
||
Total shareholders’ equity |
$ |
5,000,001 |
$ |
5,000,002 |
16
GROWTH CAPITAL ACQUISITION CORP.
STATEMENTS OF OPERATIONS
For the |
||||
General and administrative expenses |
$ |
93,265 |
|
|
Loss from operations |
|
(93,265 |
) |
|
Other Income: |
|
|
||
Warrant transaction costs |
|
(292,875 |
) |
|
Excess value of UW warrants |
|
(1,293,750 |
) |
|
Unrealized gain on FV changes of warrants |
|
9,936,000 |
|
|
Provision for income taxes |
|
— |
|
|
Interest income and realized gain from sale of treasury securities |
|
5,514 |
|
|
Net income (loss) |
$ |
8,261,624 |
|
|
|
|
|||
Basic and diluted weighted average shares outstanding, Class A common stock subject to |
|
2,404,988 |
|
|
|
|
|||
Basic and diluted net income per share, Class A common stock subject to possible redemption |
$ |
0.00 |
|
|
|
|
|||
Basic and diluted weighted average shares outstanding, Class B common stock |
|
4,648,608 |
|
|
|
|
|||
Basic and diluted net income per share, Class B common stock |
$ |
1.78 |
|
For the |
|||
Total assets |
$ |
173,370,188 |
|
Total liabilities |
|
7,215,256 |
|
Total commitments |
|
161,154,930 |
|
Total shareholders’ equity |
|
5,000,002 |
17
SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION
The following summary unaudited pro forma condensed combined financial data (the “summary pro forma data”) gives effect to the Business Combination. Under the redemption scenarios, the Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, GCAC will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Cepton issuing stock for the net assets of GCAC, accompanied by a recapitalization. The net assets of GCAC will be stated at historical cost, with no goodwill or other intangible assets recorded.
The summary pro forma data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information (the “pro forma financial statements”) of GCAC appearing elsewhere in this prospectus and the accompanying notes to the pro forma financial statements. The pro forma financial statements are based upon, and should be read in conjunction with, the historical consolidated financial statements and related notes of GCAC and Cepton for the applicable periods included in this prospectus.
The unaudited pro forma condensed combined balance sheet as of June 30, 2021 combines the historical balance sheet of GCAC as of June 30, 2021 with the historical balance sheet of Cepton as of June 30, 2021 on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on June 30, 2021.
GCAC and Cepton have different fiscal years. GCAC’s fiscal year ends on March 31, whereas Cepton’s fiscal year ends on December 31. The unaudited pro forma condensed combined statements of operations for the twelve months ended December 31, 2020 and for the six months ended June 30, 2021 have been prepared utilizing Cepton’s fiscal year end as that will be the year end for New Cepton. Accordingly, the unaudited pro forma condensed combined statement of operations for the fiscal year ended December 31, 2020 combines the historical results of GCAC for its fiscal year ended March 31, 2021 and the historical results of Cepton for the year ended December 31, 2020. The unaudited pro forma condensed combined statement of operations for the twelve months ended December 31, 2020 has been prepared utilizing period ends that differ by less than 93 days, as permitted by Rule 11-02 of Regulation S-X. The unaudited pro forma condensed combined statement of operations for the six months ended June 30, 2021 combines the historical statement of operations of GCAC and Cepton for the six months ended June 30, 2021. The historical statement of operations of GCAC for the six months ended June 30, 2021, was derived from GCAC’s unaudited condensed statement of operations for the nine months ended December 31, 2020, audited condensed statement of operations for the year ended March 31, 2021, and unaudited condensed statement of operations for the three months ended June 30, 2021. The unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020 combine the historical statements of operations of GCAC and Cepton for such periods on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on January 1, 2020, the beginning of the earliest period presented.
The unaudited pro forma condensed combined balance sheet as of June 30, 2021 and the unaudited pro forma condensed combined statements of operations for the six months ended June 30, 2021 and for the year ended December 31, 2020 are presented as if the following occurred:
• the merger of Merger Sub, the wholly owned subsidiary of GCAC, with and into Cepton, with Cepton as the surviving company;
• the Per Share Stock Consideration Rate being set at 2.478 shares in accordance with the Business Combination Agreement. The Per Share Stock Consideration Rate is defined by the Business Combination Agreement as the Per Share Merger Consideration divided by 10. The Per Share Merger Consideration is defined as $1.5 billion divided by Cepton Outstanding Shares as of the Closing. As of June 30, 2021, Cepton Outstanding Shares equaled 60,544,616 (reflecting Cepton outstanding common stock inclusive of converted and exercised preferred stock, Cepton Class F stock, and warrants, as well as all outstanding vested options on a diluted basis);
• the conversion of all outstanding shares of Cepton preferred stock and Cepton Class F stock into Cepton common stock that will roll over into shares of New Cepton at the Per Share Stock Consideration Rate;
• the redesignation of GCAC’s outstanding 17,250,000 Public Shares (13,259,263 Public Shares assuming low redemptions, 5,277,790 Public Shares assuming high redemptions, and 1,287,053 Public Shares assuming maximum redemptions) and 4,312,500 Founder Shares as common stock;
18
• the exercise of Cepton’s warrant for shares of Cepton common stock that will roll over into shares of New Cepton at the Per Share Stock Consideration Rate;
• the conversion of all outstanding vested and unvested Cepton options into vested and unvested options in New Cepton, respectively, at the Per Share Stock Consideration Rate, in accordance with the Business Combination Agreement (the “Converted Options”). The Converted Options will have and be subject to the same terms and conditions (including vesting, expiration, and exercisability) as were applicable to such Cepton options immediately before the Business Combination. In accordance with the Business Combination Agreement, the exercise price per share of all outstanding vested and unvested options will be adjusted by dividing the applicable exercise price per share immediately prior to the Business Combination by the Per Share Stock Consideration Rate. Based on the number of Cepton vested and unvested options outstanding as of June 30, 2021, the conversion would result in 7,511,859 vested and 6,865,943 unvested options in New Cepton on a diluted basis, calculated in accordance with the treasury stock method of accounting;
• the issuance of New Cepton’s shares of common stock as follows: 142,488,141shares of common stock to stockholders of Cepton and 5,950,000 to the PIPE Investors; and
• the issuance of up to 13,000,000 Earnout Shares contingently issuable to holders of Cepton common stock based upon achievement of the Share Price Milestones. Share Price Milestones are met if the share price of the common stock equals or exceeds $15.00 per share (first Share Price Milestone) and/or $17.50 per share (second Share Price Milestone) for any 20 trading days within any consecutive 30-trading day period that occurs after the Closing, and on or prior to the three-year anniversary of the Closing. Upon achievement of the first Share Price Milestone, 7,000,000 Earnout Shares shall be deemed earned and issued and 6,000,000 Earnout Shares shall be deemed earned and issued upon achievement of the second Share Price Milestone. The Earnout Shares will not be issued if none of the Share Price Milestones are met as of the three-year anniversary of the Closing.
The summary pro forma financial statements have been presented for informational purposes only and are not necessarily indicative of what Cepton’s and GCAC’s financial position or results of operations actually would have been had the transactions been completed as of the dates indicated. In addition, the summary pro forma financial statements do not purport to project the future financial position or operating results of New Cepton. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.
The unaudited pro forma combined financial information has been prepared after giving effect to the Business Combination and the PIPE Investment, assuming two alternative levels of redemption into cash of GCAC’s Class A common stock:
• Assuming No Redemptions: This presentation assumes that no GCAC public stockholders exercise redemption rights with respect to their Public Shares.
• Assuming Low Redemptions: This presentation assumes that GCAC public stockholders holding 3,990,737 Public Shares will exercise their redemption rights for $39.9 million of funds in GCAC’s Trust Account.
• Assuming High Redemptions: This presentation assumes that GCAC public stockholders holding 11,972,210 Public Shares will exercise their redemption rights for $119.7 million of funds in GCAC’s Trust Account.
• Assuming Maximum Redemptions: This presentation assumes that GCAC stockholders holding 15,962,947 Public Shares will exercise their redemption rights for $159.6 million of funds in GCAC’s Trust Account (the maximum level of redemption of the Public Shares at which the Minimum Cash Condition under the Business Combination Agreement will be satisfied).
Furthermore, GCAC will only proceed with the Business Combination if it will have net tangible assets of at least $5,000,001 upon consummation of the Business Combination.
19
Cepton |
GCAC |
Pro Forma |
Pro Forma |
Pro Forma |
Pro Forma |
|||||||||||||||||||
Statement of Operations Data – For the Six Months Ended June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenue |
$ |
1,333 |
|
$ |
— |
|
$ |
1,333 |
|
$ |
1,333 |
|
$ |
1,333 |
|
$ |
1,333 |
|
||||||
Cost of revenue |
|
2,436 |
|
|
— |
|
|
2,436 |
|
|
2,436 |
|
|
2,436 |
|
|
2,436 |
|
||||||
Operating expenses |
|
17,463 |
|
|
160 |
|
|
17,623 |
|
|
17,623 |
|
|
17,623 |
|
|
17,623 |
|
||||||
Operating loss |
|
(18,566 |
) |
|
(160 |
) |
|
(18,726 |
) |
|
(18,726 |
) |
|
(18,726 |
) |
|
(18,726 |
) |
||||||
Net income (loss) |
|
(18,561 |
) |
|
6,736 |
|
|
(10,888 |
) |
|
(10,888 |
) |
|
(10,888 |
) |
|
(10,888 |
) |
||||||
Statement of Operations Data – Twelve Months Ended December 31, 2020 |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Revenue |
$ |
2,006 |
|
$ |
— |
|
$ |
2,006 |
|
$ |
2,006 |
|
$ |
2,006 |
|
$ |
2,006 |
|
||||||
Cost of revenue |
$ |
3,746 |
|
|
— |
|
|
3,746 |
|
|
3,746 |
|
|
3,746 |
|
|
3,746 |
|
||||||
Operating expenses |
|
17,836 |
|
|
93 |
|
|
22,029 |
|
|
22,029 |
|
|
21,929 |
|
|
21,829 |
|
||||||
Operating loss |
|
(19,576 |
) |
|
(93 |
) |
|
(23,769 |
) |
|
(23,769 |
) |
|
(23,669 |
) |
|
(23,569 |
) |
||||||
Net loss |
|
(19,634 |
) |
|
8,262 |
|
|
(20,621 |
) |
|
(20,621 |
) |
|
(20,521 |
) |
|
(20,421 |
) |
||||||
Balance Sheet Data – As of June 30, 2021 |
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Total current assets |
$ |
32,543 |
|
$ |
799 |
|
$ |
228,253 |
|
$ |
189,346 |
|
$ |
111,631 |
|
$ |
72,724 |
|
||||||
Total assets |
|
33,300 |
|
|
173,311 |
|
|
229,010 |
|
|
190,103 |
|
|
112,388 |
|
|
73,481 |
|
||||||
Total current liabilities |
|
4,708 |
|
|
74 |
|
|
4,782 |
|
|
4,782 |
|
|
4,782 |
|
|
4,782 |
|
||||||
Total liabilities |
|
5,925 |
|
|
8,682 |
|
|
18,710 |
|
|
18,710 |
|
|
18,710 |
|
|
18,710 |
|
||||||
Convertible preferred stock |
|
99,470 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
||||||
Common stock subject to redemption |
|
— |
|
|
159,629 |
|
|
— |
|
|
— |
|
|
— |
|
|
— |
|
||||||
Total stockholders’ (deficit) equity |
|
(72,095 |
) |
|
5,000 |
|
|
210,301 |
|
|
171,394 |
|
|
93,679 |
|
|
54,772 |
|
20
Unaudited Historical Comparative and Pro Forma Combined Per UNITS AND Share Data of GCAC and Cepton
The following table sets forth selected historical comparative unit and share information for GCAC and Cepton, respectively, and unaudited pro forma condensed combined per share information of GCAC after giving effect to the Business Combination, assuming four redemption scenarios as follows:
• Assuming No Redemptions: This presentation assumes that no GCAC public stockholders exercise redemption rights with respect to their Public Shares.
• Assuming Low Redemptions: This presentation assumes that GCAC public stockholders holding 3,990,737 Public Shares will exercise their redemption rights for $39.9 million of funds in GCAC’s Trust Account.
• Assuming High Redemptions: This presentation assumes that GCAC public stockholders holding 11,972,210 Public Shares will exercise their redemption rights for $119.7 million of funds in GCAC’s Trust Account.
• Assuming Maximum Redemptions: This presentation assumes that GCAC stockholders holding 15,962,947 Public Shares will exercise their redemption rights for $159.6 million of funds in GCAC’s Trust Account (the maximum level of redemption of the Public Shares at which the Minimum Cash Condition under the Business Combination Agreement will be satisfied).
The pro forma book value, weighted average shares outstanding, and net earnings per share information reflects the Business Combination, assuming New Cepton shares were outstanding since January 1, 2020, the beginning of the earliest period presented.
This information is only a summary and should be read together with the selected historical financial information summary included elsewhere in this prospectus, and the audited financial statements of GCAC and Cepton and related notes that are included elsewhere in this prospectus. The unaudited GCAC and Cepton pro forma combined per share information is derived from, and should be read in conjunction with, the unaudited pro forma condensed combined financial statements and related notes included elsewhere in this prospectus.
The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of GCAC and Cepton would have been had the companies been combined during the period presented.
21
Historical |
Pro Forma Combined |
Cepton Equivalent Pro Forma Combined |
||||||||||||||||||||||||||||||||||||||
Cepton |
GCAC |
(Assuming |
(Assuming |
(Assuming |
(Assuming |
(Assuming |
(Assuming |
(Assuming |
(Assuming Maximum Redemptions) |
|||||||||||||||||||||||||||||||
Six Months Ended June 30, 2021 |
|
|
|
|
|
|
|
|
|
|