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United States securities and exchange commission logo
April 7, 2022
Jun Pei
Chief Executive Officer
Cepton, Inc.
399 West Trimble Road
San Jose, California 95131
Re: Cepton, Inc.
Registration
Statement on Form S-1
Filed February 11,
2022
File No. 333-262667
Dear Dr. Pei:
We have limited our review of your registration statement to
those issues we have
addressed in our 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.
Registration Statement on Form S-1 Filed March 11, 2022
Prospectus Cover Page, page i
1. For each of the shares
being registered for resale, disclose the price that the selling
stockholder paid for
such share.
2. We note the significant
number of redemptions of your Class A common stock in
connection with your
business combination and that the shares being registered for resale
will constitute a
considerable percentage of your public float. We also note that all of the
shares being registered
for resale were purchased by the selling stockholder for prices
considerably below the
current market price of the Class A common stock. Highlight the
significant negative
impact sales of shares on this registration statement could have on the
public trading prices
of the Class A common stock.
Jun Pei
FirstName
Cepton, Inc.LastNameJun Pei
Comapany
April NameCepton, Inc.
7, 2022
April 27, 2022 Page 2
Page
FirstName LastName
Risk Factors, page 9
3. Please expand your risk factor on page 9 highlighting the negative
pressure potential sales
of shares pursuant to this registration statement could have on the
public trading price of
the Class A common stock. To illustrate this risk, disclose the
purchase price of the
securities being registered for resale and the percentage that these
shares currently
represent of the total number of shares outstanding. Also disclose
that even though the
current trading price is significantly below the SPAC IPO price, the
private investor has
an incentive to sell because they will still profit on sales because
of the lower prices they
purchased their shares than the public investors.
Management's Discussion and Analysis
Business Overview, page 60
4. In light of the significant number of redemptions and the unlikelihood
that the company
will receive significant proceeds from exercises of the warrants
because of the disparity
between the exercise price of the warrants and the current trading
price of the Class A
common stock, expand your discussion of capital resources to address
any changes in the
company s liquidity position since the business combination. If the
company is likely to
have to seek additional capital, discuss the effect of this offering
on the company s ability
to raise additional capital.
5. Please expand your discussion here to reflect the fact that this
offering involves
the potential sale of a substantial portion of shares for resale and
discuss how such sales
could
impact the market price of the company s common stock.
General
6. Revise your prospectus to disclose that the price that the selling
stockholder paid for the
shares being registered for sale. Highlight any differences in the
current trading price, the
price that the selling stockholder acquired their shares, and the
price that the public
securityholders acquired their shares and warrants. Disclose that
while the selling
stockholder may experience a positive rate of return based on the
current trading price, the
public securityholders may not experience a similar rate of return on
the securities they
purchased due to differences in the purchase price and the current
trading price. Please
also disclose the potential profit the selling stockholder will earn
based on the current
trading price. Lastly, please include appropriate risk factor
disclosure.
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
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
Jun Pei
Cepton, Inc.
April 7, 2022
Page 3
statement.
Please contact Erin Donahue, Staff Attorney at 202-551-6001 or Sherry
Haywood, Staff
Attorney at 202-551-3345 with any questions.
Sincerely,
FirstName LastNameJun Pei
Division of
Corporation Finance
Comapany NameCepton, Inc.
Office of
Manufacturing
April 7, 2022 Page 3
cc: Ryan Coombs
FirstName LastName