Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

As disclosed in the Current Report on Form 8-K filed by Cepton, Inc. (the "Company") on October 27, 2022, the Company entered into an Investment Agreement with Koito Manufacturing Co., Ltd. (the "Investor"). The Investment Agreement contemplates that a member of the Company's board of directors, to be mutually agreed upon by the Company, the Investor and such director, will submit a conditional letter of resignation, pursuant to which such director will resign their office as a director of the Company, effective as of the Closing Date (as defined in the Investment Agreement) and conditional upon the occurrence of the Closing (as defined in the Investment Agreement). Following execution of the Investment Agreement, the Company, the Investor and Winston Fu, a member of the Company's board of directors, agreed that Dr. Fu would resign in satisfaction of the Company's obligations under the Investment Agreement. As part of their discussions, Dr. Fu informed the Company and the Investor that he would like to pursue other opportunities prior to the anticipated Closing Date and the Company and the Investor agreed, in light of Dr. Fu's generous contributions to the Company over the last six years, to accept a non-conditional resignation letter in satisfaction of the Company's obligations under the Investment Agreement. On November 13, 2022, Dr. Fu submitted a letter of resignation, resigning from the Company's board of directors and all other offices and positions, including as Advisor on Strategic Projects, effective as of November 18, 2022. Dr. Fu's resignation is not due to any disagreement with the Company on any matter relating to the Company's operations, policies or practices.

The Company's board of directors and management thank Dr. Fu for his many years of service and his guidance as the Company transitioned into a publicly traded company this year.

In connection with his separation from employment, Dr. Fu and the Company intend to enter into a separation agreement that will provide for Dr. Fu's award of restricted stock units, that was scheduled to vest in May 2023, to be fully vested upon his separation and will include a general release of claims by Dr. Fu in favor of the Company.

The Company expects the vacancy created by Dr. Fu's resignation to remain unfilled pending the transactions contemplated by the Investment Agreement, which contemplates the appointment of a replacement director effective as of the Closing Date.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.   Description
104           Cover Page Interactive Data File (embedded within the inline XBRL document).




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