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United States securities and exchange commission logo
October 6, 2021
George Syllantavos
Co-Chief Executive Officer
Growth Capital Acquisition Corp.
300 Park Avenue, 16th Floor
New York, New York, 10022
Re: Growth Capital
Acquisition Corp.
Registration
Statement on Form S-4
Filed September 8,
2021
File No. 333-259391
Dear Mr. Syllantavos:
We have reviewed your registration statement and have the
following comments. In
some of our comments, we may ask you to provide us with information so
we may better
understand your disclosure.
Please respond to this letter by amending your registration
statement and providing the
requested information. If you do not believe our comments apply to your
facts and
circumstances or do not believe an amendment is appropriate, please tell
us why in your
response.
After reviewing any amendment to your registration statement and
the information you
provide in response to these comments, we may have additional comments.
Form S-4 filed September 8, 2021
General
1. Revise your disclosure
to show the potential impact of redemptions on the per share value
of the shares owned by
non-redeeming shareholders by including a sensitivity analysis
showing a range of
redemption scenarios, including minimum, maximum and interim
redemption levels.
2. Please revise to
disclose all possible sources and extent of dilution that shareholders who
elect not to redeem
their shares may experience in connection with the business
combination. Provide
disclosure of the impact of each significant source of dilution,
including the amount of
equity held by founders, convertible securities, including warrants
retained by redeeming
shareholders, at each of the redemption levels detailed in your
sensitivity analysis,
including any needed assumptions.
George Syllantavos
FirstName LastNameGeorge Syllantavos
Growth Capital Acquisition Corp.
Comapany
October NameGrowth Capital Acquisition Corp.
6, 2021
October
Page 2 6, 2021 Page 2
FirstName LastName
3. Please highlight the material risks to public warrant holders,
including those arising from
differences between private and public warrants. Clarify whether
recent common stock
trading prices exceed the threshold that would allow the company to
redeem public
warrants. Clearly explain the steps, if any, the company will take to
notify all
shareholders, including beneficial owners, regarding when the warrants
become eligible
for redemption.
4. Please revise your disclosure to provide explanation as to the
additional $41.5 million in
Subscription Agreements that GCAC will be permitted to sell to
additional PIPE
investors, including what events would trigger such a transaction, who
the additional PIPE
investors may be (including whether or not they may be the same as
other PIPE investors),
and the potential impact this arrangement may have on your public
stockholders.
5. Please highlight the risk that the sponsor will benefit from the
completion of a business
combination and may be incentivized to complete an acquisition of a
less favorable target
company or on terms less favorable to shareholders rather than
liquidate.
6. Please disclose the anticipated use of the proceeds from the funds in
the trust and PIPE.
Cover Page
7. Please revise your cover page to give prominence to the disclosure
that the Sponsor and
GCAC s directors and executive officers have interests in the
business combination that is
different from, or in addition, to those of your public stockholders.
8. Please revise to disclose the equity ownership of the public
stockholders, PIPE investors
and Sponsor.
Q: What equity stake will current stockholders of GCAC and Cepton stockholders
hold in New
Cepton after the Closing?, page 14
9. Please revise to disclose the aggregate ownership interests that Koito
will have in the post
business combination including Koito's PIPE investment.
Q: What interests do GCAC's initial stockholders and current officers and
directors have in the
Business Combination?, page 17
10. Please quantify the aggregate dollar amount and describe the nature of
what the sponsor
and its affiliates have at risk that depends on completion of a
business combination.
Include the current value of securities held, loans extended, fees
due, and out-of-pocket
expenses for which the sponsor and its affiliates are awaiting
reimbursement. Provide
similar disclosure for the company s officers and directors, if
material.
11. Please clarify if the Sponsor and its affiliates can earn a positive
rate of return on their
investment even if other SPAC shareholders experience a negative rate
of return in the
post business combination company.
Recommendation to GCAC Stockholders, page 47
George Syllantavos
FirstName LastNameGeorge Syllantavos
Growth Capital Acquisition Corp.
Comapany
October NameGrowth Capital Acquisition Corp.
6, 2021
October
Page 3 6, 2021 Page 3
FirstName LastName
12. Please revise your disclosure here and throughout your prospectus to
quantify all deferred
fees to be paid to interested parties upon the Closing of the business
combination.
Summary Unaudited Pro Forma Condensed Combined Financial Information, page 53
13. Please revise the tables on page 55 to present the historical and pro
forma basic
and diluted per share amounts and the shares used to calculate such
amounts for each
scenario.
Unaudited Pro Forma Condensed Combined Financial Information, page 104
14. Please revise your balance sheets as of June 30, 2021 on page 108 to
show the number of
shares authorized, issued and outstanding on a historical and pro
forma basis.
Notes to Unaudited Pro Forma Condensed Combined Financial Information
2. Adjustment to Unaudited Pro Forma Combined Financial Information, page 115
15. Refer to footnote (9) on page 116. Please disclose your basis for the
reclassification of the
GCAC s public warrants from liability to additional paid-in capital.
3. Net Loss per Share, page 116
16. Refer to footnote (1) on page 117. Please delete your reference to the
July 31, 2021
Cepton cap table as it is not presented in the filing. More fully
explain to us the
calculation of the 142,373,410 New Cepton shares that will be issued
to existing Cepton
stockholders by reconciling the amount to the share numbers presented
in the June 30,
2021 Balance Sheet.
17. Refer to footnote (2) on page 117. Please quantify all instruments
excluded from the
calculations of pro forma losses per share because they are
antidilutive.
Comparative Share Data, page 118
18. You disclose on page 118 that the pro forma book value per share
information reflects the
Business Combination assuming New Cepton Shares were outstanding since
January 1,
2020. Please be advised that the pro forma book value per share
information should be
determined as if the Business Combination had occurred on June 30,
2021. The same
comment applies to your disclosure on page 58.
19. Refer to footnote (2) on page 119. Please revise to calculate all
historical and pro forma
book value per share disclosures based on the number of historical or
pro forma shares
outstanding as of the date presented rather than the weighted shares
outstanding during the
period. The same comment applies to your disclosure on page 59.
Timeline of the Business Combination, page 145
George Syllantavos
FirstName LastNameGeorge Syllantavos
Growth Capital Acquisition Corp.
Comapany
October NameGrowth Capital Acquisition Corp.
6, 2021
October
Page 4 6, 2021 Page 4
FirstName LastName
20. Please revise your disclosure in this section to include negotiations
relating to material
terms of the transaction, including, but not limited to, valuation,
structure, consideration,
proposals and counter-proposals, size of PIPE, and the minimum cash
amount. In your
revised disclosure, please explain the reasons for the terms, each
party's position on the
issues, and how you reached agreement on the final terms.
Certain Projected Financial Information, page 148
21. We note that you present financial projections through the year ended
2026. Please
expand your disclosures to further describe the key assumptions
driving the significant
growth in your revenues for the years ended 2021 through 2026 and
explain why you
believe the assumptions are reasonable. Also, disclose any factors or
contingencies that
might prevent such growth from ultimately materializing.
THE AMENDED AND RESTATED CHARTER PROPOSAL (PROPOSAL 2), page 162
22. Please revise to include the reasons for the proposed amendments to
the charter. In that
regard, we note that you have not provided the reasons for the choice
of forum
amendment.
Cepton's Management's Discussion and Analysis of Financial Conditional and
Results of
Operations
Liquidity and Capital Resources, page 224
23. Please quantify and more fully disclose and discuss your short and
long term liquidity
requirements and priorities, including potential changes in your
priorities based on the
impact of changes in the amount of cash available to the post-merger
company due to the
amount of cash redemptions by shareholders.
Exclusive forum for certain lawsuits, page 238
24. Please revise to ensure that it is consistent with Article XV of the
Amended and Restated
Charter. In that regard, your disclosure that the federal district
courts of the United States
to be the exclusive forum for the resolution of any complaint
asserting a cause of action
under the Securities Act and the Exchange Act is inconsistent with
your disclosure on
page 94 and Article XV.
Arrangement with Koito Manufacturing Co., Ltd., page 267
25. We note your disclosure on page 65 that sales to Koito accounted for
over 50% of
Cepton s total revenues for the six months ended June 30, 2021.
Please disclose the
material terms of your agreement with Koito and file the agreement as
an exhibit to your
registration statement.
Growth Capital Acquisition Corp
Notes to the Condensed Financial Statements
George Syllantavos
FirstName LastNameGeorge Syllantavos
Growth Capital Acquisition Corp.
Comapany
October NameGrowth Capital Acquisition Corp.
6, 2021
October
Page 5 6, 2021 Page 5
FirstName LastName
Note 10 - Subsequent Events, page F-19
26. You disclose here that the PIPE investor has committed to purchase
5,000,000 shares of
common stock of GCAC common stock for gross proceeds of 50.0 million.
You also
disclose elsewhere in the filing that the investor has committed to
purchase 5,850,000
shares for gross proceeds of $58.5 million. Please reconcile or revise
accordingly.
Cepton Technologies, Inc. and Subsidiaries
Unaudited Interim Condensed Financial Statements as of and for the Six Months
Ended June 30,
2021 and 2021
Note 1 - Description of Business and Summary of Significant Accounting Policies
Basis of
Presentation and Principles of Consolidation, page F-46
27. We note your discussion of the factors that raise substantial doubt
about your ability to
continue as a going concern. Please tell us whether you and your
auditor also assessed
your ability to continue as a going concern as of December 31, 2020
and if so, how your
auditor concluded that an explanatory paragraph in the audit opinion
regarding your
ability to continue as a going concern was not considered necessary.
Note 10 - Stock-Based compensation, page F-53
28. Please disclose and discuss changes in the estimated fair value of
your common stock
during the periods presented. Please also address any material
differences between the
valuations used to determine the fair value of your common stock
relative to the fair
values implied by other equity transactions and the fair value implied
by the current
merger transaction.
Note 17 - Subsequent Events, page F-57
29. Please expand your disclosure to disclose the material terms of the
business combination
agreement with GCAC and the PIPE financing arrangement.
Cepton Technologies, Inc. and Subsidiaries
Consolidated Financial Statements as of December 31, 2020 and 2019
Notes to Consolidated Financial Statements
Note 2 - Revenue, page F-71
30. Please disclose revenues and long-lived assets related to your country
of domicile and also
specifically identify each other individual foreign country that is
listed and deemed
material. In addition, please disclose the method you use to attribute
revenues from
external customers to individual countries. Refer to ASC 280-10-50-41.
The same
comment also applies to your disclosure on page F-49.
We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
George Syllantavos
Growth Capital Acquisition Corp.
October 6, 2021
Page 6
action by the staff.
Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration
statement.
You may contact SiSi Cheng at (202)-551-5004 or John Cash at
(202)-551-3768 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Bradley Ecker at (202)-551-4985 or Asia Timmons-Pierce at
(202)-551-3754 with any
other questions.
FirstName LastNameGeorge Syllantavos Sincerely,
Comapany NameGrowth Capital Acquisition Corp.
Division of
Corporation Finance
October 6, 2021 Page 6 Office of
Manufacturing
FirstName LastName