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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. 333-262668
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 on March 11, 2022
Prospectus Cover Page, page i
1. For each of the shares
and warrants being registered for resale, disclose the price that the
selling securityholders
paid for such shares and warrants.
2. Disclose the exercise
price(s) of the warrants compared to the market price of the
underlying securities.
If the warrants are out of the money, please disclose the likelihood
that warrant holders
will not exercise their warrants. Provide similar disclosure in the
prospectus summary,
risk factors, MD&A and use of proceeds section and disclose that
cash proceeds
associated with the exercises of the warrant are dependent on the stock
price. As applicable,
describe the impact on your liquidity and update the discussion on
the ability of your
company to fund your operations on a prospective basis with your
current cash on hand.
Jun Pei
FirstName
Cepton, Inc.LastNameJun Pei
Comapany
April NameCepton, Inc.
7, 2022
April 27, 2022 Page 2
Page
FirstName LastName
3. 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
securityholders for prices
considerably below the current market price of the Class A common
stock. Highlight the
significant negative impact sales of shares on this registrations
statement could have on
the public trading price of the Class A common stock.
Risk Factors, page 10
4. Include an additional risk factor highlighting the negative pressure
potential sale 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 investors have an
incentive to sell
because they will still profit on sales because of the lower price
that they purchased their
shares than the public investors.
Management's Discussion and Analysis
Business Overview, page 59
5. 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.
6. 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
7. Revise your prospectus to disclose the price that each selling
securityholder paid for the
shares and/or warrants being registered for resale. Highlight any
differences in the current
trading price, the prices that the Sponsor, private placement
investors, PIPE investors, and
other selling securityholders acquired their shares and warrants, and
the price that the
public securityholders acquired their shares and warrants. Disclose
that while the
Sponsor, private placement investors, PIPE investors, and other
selling securityholders
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 purchasing prices and the current
trading price. Please
Jun Pei
Cepton, Inc.
April 7, 2022
Page 3
also disclose the potential profit the selling securityholders 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
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