Item 1.01 Entry into a Material Definitive Agreement.





On the Closing Date, in connection with the consummation of the Transactions,
the Company entered into indemnification agreements with each of its directors
and executive officers following the Business Combination. These agreements,
among other things, will require the Company to indemnify the Company's
directors and executive officers for certain expenses, including attorneys'
fees, judgments and fines incurred by a director or officer in any action or
proceeding arising out of their services as one of the Company's directors or
officers or any other company or enterprise to which the person provides
services at the Company's request.



The foregoing description of the indemnification agreements does not purport to
be complete and is qualified in its entirety by reference to the full text of
the form of indemnification agreement, a copy of which is attached hereto as
Exhibit 10.8 and is incorporated herein by reference.

Item 2.01 Completion of Acquisition or Disposition of Assets.

The disclosure set forth in the "Introductory Note" above is incorporated by reference into this Item 2.01.

As previously reported by the Company on a Current Report on Form 8-K filed with the SEC, on February 9, 2022, at the Special Meeting, GCAC's stockholders approved the Business Combination Agreement, the Transactions and the other related proposals presented in the Proxy Statement/Consent Solicitation Statement/Prospectus. On February 10, 2022, the parties to the Business Combination Agreement consummated the Transactions.





Holders of an aggregate of 15,589,540 shares of GCAC Class A common stock sold
in GCAC's initial public offering (the "public shares") properly exercised their
right to have such shares redeemed for a full pro rata portion of the trust
account holding the proceeds from GCAC's initial public offering, calculated as
of two (2) business days prior to the consummation of the Business Combination,
which was approximately $10.00 per share, or $155.9 million in the aggregate.



In connection with the Closing, Silicon Valley Bank ("SVB") was issued 136,994
shares of the Company's common stock as a result of exercising warrants
previously issued to SVB by Legacy Cepton (the "SVB Warrant Exercise") and
Trinity Capital, Inc. ("Trinity") was issued 73,741 shares of the Company's
common stock as a result of the automatic net exercise of warrants previously
issued to Trinity by Legacy Cepton (the "Trinity Warrant Exercise" and, together
with the SVB Warrant Exercise, the "Warrant Exercises").

As a result of the Business Combination, each share of Legacy Cepton common stock outstanding immediately prior to the effective time of the Business Combination (including shares of Legacy Cepton common stock issued upon conversion of Legacy Cepton Class F Stock and preferred stock immediately prior to the Closing) was converted into the right to receive approximately 2.45 shares of the Company's common stock.





                                       3





Immediately following consummation of the Transactions, including the redemption
of public shares as described above, the consummation of the PIPE Investment and
the Warrant Exercises, there were 154,048,001 shares of the Company's common
stock issued and outstanding.

The Company's common stock and warrants is expected to commence trading on the Nasdaq Capital Market ("Nasdaq") under the symbols "CPTN" and "CPTNW," . . .

Item 3.02 Unregistered Sales of Equity Securities.

At the Closing, the Company consummated the PIPE Investment. The disclosure under Item 2.01 of this Report is incorporated herein by reference.





The Company issued the foregoing securities under Section 4(a)(2) of the
Securities Act of 1933, as amended (the "Securities Act"), and/or Rule 506 of
Regulation D promulgated under the Securities Act, as a transaction not
requiring registration under Section 5 of the Securities Act. The parties
receiving the securities represented their intentions to acquire the securities
for investment only and not with a view to or for sale in connection with any
distribution, and appropriate restrictive legends were affixed to the
certificates representing the securities (or reflected in restricted book entry
with the Company's transfer agent). The parties also had adequate access,
through business or other relationships, to information about the Company.

Item 3.03 Material Modification to Rights of Security Holders.

The information set forth in Item 5.03 of this Report is incorporated herein by reference.

Item 4.01 Changes in Registrant's Certifying Accountant.

(a) Dismissal of independent registered public accounting firm.





On February 10, 2022, the Audit Committee informed Marcum LLP ("Marcum"), the
Company's independent registered public accounting firm prior to the
Transactions, that Marcum will be dismissed effective following the completion
of the Company's review for the three and nine months period ended December 31,
2021, which consists only of the pre-Transactions accounts of GCAC.



The report of Marcum on GCAC's financial statements as of March 31, 2021, and
for the fiscal years ended March 31, 2021 and March 31, 2020, did not contain an
adverse opinion or a disclaimer of opinion, and were not qualified or modified
as to uncertainties, audit scope or accounting principles.



During the fiscal years ended March 31, 2021 and March 31, 2020, and the
subsequent period through February 10, 2022, there were no disagreements with
Marcum on any matter of accounting principles or practices, financial statement
disclosures or audited scope or procedures, which disagreements if not resolved
to Marcum's satisfaction would have caused Marcum to make reference to the
subject matter of the disagreement in connection with its report. During the
fiscal years ended March 31, 2021 and March 31, 2020, and the subsequent period
through February 10, 2022, there were no reportable events as defined in Item
304(a)(1)(v) of Regulation S-K under the Exchange Act, other than the (i)
material weakness in internal controls identified by GCAC's management, in
consultation with its advisors, related to an error made in certain of its
previously issued financial statements, arising from the manner in which, as of
the closing of GCAC's initial public offering, GCAC had an error in the
accounting of its Class A common stock subject to possible redemption and public
and private warrants, which resulted in the revision of GCAC's Previously Issued
Financial Statements (as defined herein), as described in Item 9A. Controls and
Procedures in GCAC's Annual Report on Form 10-K for the period ended March 31,
2021, filed with the SEC on July 19, 2021, and GCAC's Amendment No. 1 to Form
10-K, filed with the SEC on December 14, 2021 (the "10-K"), Item 4. Controls and
Procedures in GCAC's Quarterly Report on Form 10-Q for the quarterly period
ended June 30, 2021, filed with the SEC on August 19, 2021 ("Q1 Form 10-Q"), and
in Item 4. Controls and Procedures in GCAC's Quarterly Report on Form 10-Q for
the quarterly period ended September 30, 2021, filed with the SEC on November
23, 2021 ("Q2 Form 10-Q"), and (ii) the determination of the audit committee of
the board of directors of GCAC that GCAC's Previously Issued Financial
Statements could no longer be relied upon due to the accounting errors described
above. As used herein, "Previously Issued Financial Statements" consists of: (i)
audited balance sheet as of February 2, 2021 filed as Exhibit 99.1 to GCAC's
Current Report on Form 8-K filed with the SEC on February 4, 2021, (ii) audited
. . .

Item 5.01 Changes in Control of the Registrant.

The information set forth above under the "Introductory Note" above and in the section entitled "Security Ownership of Certain Beneficial Owners and Management" in Item 2.01 of this Report is incorporated herein by reference.





Holders of uncertificated shares of GCAC Class A common stock immediately prior
to the Closing have continued as holders of uncertificated shares of the
Company's common stock. Holders of GCAC Class A common stock who have filed
reports under the Exchange Act with respect to those shares should indicate in
their next filing, or any amendment to a prior filing, filed on or after the
Closing Date that the Company is the successor to GCAC.

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





The information set forth above in the sections titled "Directors and Officers,"
"Executive Compensation," "Certain Relationships and Related Transactions" and
"Indemnification of Directors and Officers" in Item 2.01 of this Report is
incorporated herein by reference.



As previously disclosed, at the Special Meeting, the stockholders of GCAC
considered and approved the 2022 Plan, which is intended to replace the 2016
Plan, and ESPP which became effective immediately upon the Closing. A
description of the 2022 Plan and ESPP is included in the Proxy Statement/Consent
Solicitation Statement/Prospectus in the sections entitled "The Incentive Plan
Proposal (Proposal 4)" and "The ESPP Proposal (Proposal 5)" beginning on pages
175 and 181, respectively, thereof, which is incorporated herein by reference.

The foregoing description of the 2022 Plan, ESPP and 2016 Plan is qualified in its entirety by the full text of the 2022 Plan and ESPP, which are attached hereto as Exhibit 10.9, Exhibit 10.10 and Exhibit 10.11, respectively, and incorporated herein by reference.


On the Closing Date, the employment agreements previously entered into with Jun
Pei, Winston Fu, Mark McCord, Liqun Han, and Dongyi Liao became effective.
Reference is made to the disclosure in the section titled "Executive and
Director Compensation of Cepton-Executive Employment Agreements" beginning on
page 276 of the Proxy Statement/Consent Solicitation Statement/Prospectus,
respectively, which are incorporated herein by reference. The foregoing
description of the employment agreements is qualified in its entirety by the
full text of the employment agreements of Jun Pei, Winston Fu, Mark McCord,
Liqun Han and Dongyi Liao, copies of which are attached hereto as Exhibit 10.12,
Exhibit 10.13, Exhibit 10.14, Exhibit 10.15 and Exhibit 16, respectively, and
incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Amendments to Certificate of Incorporation and Bylaws





On February 10, 2022, in connection with the consummation of the Transactions,
the Company's A&R Charter, and Amended and Restated Bylaws (the "A&R Bylaws")
were approved by GCAC's stockholders at the Special Meeting and became
effective.

Copies of the A&R Charter and the A&R Bylaws are attached as Exhibit 3.1 and Exhibit 3.2, respectively, to this Report, and are incorporated herein by reference.





The material terms of each of the A&R Charter and the A&R Bylaws and the general
effect upon the rights of holders of the Company's capital stock are included in
the Proxy Statement/Consent Solicitation Statement/Prospectus under the sections
titled "The Amended and Restated Charter Proposal (Proposal 2)," "Description of
Securities of GCAC" and "Comparison of Stockholder Rights" beginning on pages
170, 242, and 252 of the Proxy Statement/Consent Solicitation
Statement/Prospectus, respectively, which are incorporated herein by reference.



                                       12





Change in Fiscal Year

Prior to the consummation of the Transactions, GCAC had a March 31 fiscal year end and Legacy Cepton had a December 31 fiscal year end. Effective upon the Closing, the Company changed its fiscal year end to December 31.

Item 5.05 Amendments to the Registrant's Code of Ethics, or Waiver of a Provision of the Code of Ethics.





On the Closing Date, the Board adopted a new a Code of Conduct and Ethics (the
"Revised Code"). The Revised Code applies to all employees, executive officers
and directors of the Company. The Revised Code was adopted to reflect what the
Company considers to be current best practices and policies for an operating
company and to make certain technical, administrative, non-substantive
amendments to the prior Code of Conduct and Ethics. The adoption of the Revised
Code did not relate to or result in any waiver, explicit or implicit, of any
provision of the prior Code of Conduct and Ethics.



The above description of the Revised Code does not purport to be complete and is
qualified in its entirety by reference to the full text of the Revised Code, a
copy of which is filed as Exhibit 14.1 hereto and incorporated herein by
reference. The Revised Code is also available on the Investor section of the
Company's website at www.cepton.com." The contents of the Company's website are
not incorporated by reference in this Report or made a part hereof for any
purpose.

Item 5.06 Change in Shell Company Status.

The disclosure set forth in the "Introductory Note" above is incorporated by reference into this Item 5.06.





As a result of the Business Combination, the Company ceased to be a shell
company. Reference is made to the disclosure in Item 2.01 of this Report and the
Proxy Statement/Consent Solicitation Statement/Prospectus in the sections
entitled "The Business Combination Proposal (Proposal 1)" beginning on page 133
thereof, which is incorporated herein by reference.


Item 8.01 Other Events.



On February 10, 2022, the parties issued a joint press release announcing the
completion of the Business Combination, a copy of which is furnished as Exhibit
99.1 hereto.

Item 9.01 Financial Statement and Exhibits.

(a) Financial Statements of Businesses Acquired.


The unaudited interim condensed consolidated financial statements of Legacy
Cepton as of and for the nine months ended September 30, 2021 and September 30,
2020, and the related notes are included in the Proxy Statement/Consent
Solicitation Statement/Prospectus beginning on page F-44 of the Proxy
Statement/Consent Solicitation Statement/Prospectus and are incorporated herein
by reference.



The consolidated financial statements of Legacy Cepton as of and for the years
ended December 31, 2020 and December 31, 2019 and the related notes are included
in the Proxy Statement/Consent Solicitation Statement/Prospectus beginning on
page F-62 of the Proxy Statement/Consent Solicitation Statement/Prospectus and
are incorporated herein by reference.

(b) Pro forma financial information.





The unaudited pro forma condensed combined financial information of the Company
for the year ended December 31, 2020, as of September 30, 2021 and for the nine
months ended September 30, 2021 are filed as Exhibit 99.2 hereto and
incorporated herein by reference.



                                       13





(d) Exhibits.



                                                                           Incorporated By Reference
Exhibit No.                         Description                          Form    Exhibit   Filing Date
2.1             Business Combination Agreement, dated as of August 4,    8-K     2.1       8/5/2021
              2021, by and among GCAC, Merger Sub and Legacy Cepton.
2.2             Amendment to Business Combination Agreement, dated as    8-K     2.1       1/24/2022
              of January 21, 2022, by and among GCAC, Merger Sub and
              Legacy Cepton.
3.1             Second Amended and Restated Certificate of
              Incorporation.
3.2             Amended and Restated Bylaws.
4.1             Form of Common Stock Certificate of the Company.
4.2             Form of Warrant Certificate of the Company (included     8-K     4.1       2/4/2021
              in Exhibit 4.3).
4.3             Warrant Agreement, dated January 29, 2021, by and        8-K     4.1       2/4/2021
              between the Company and Continental Stock Transfer &
              Trust Company, as warrant agent.
4.4             Warrant to Purchase Stock for Legacy Cepton              8-K     99.4      1/5/2022
10.1            Form of PIPE Subscription Agreement.                     8-K     10.6      8/5/2021
10.2            Form of PIPE Subscription Agreement Amendment            8-K     10.1      2/9/2022
10.3            Form of Stockholder Support Agreement by and among       8-K     10.1      8/5/2021
              GCAC, Legacy Cepton and the stockholders of Legacy
              Cepton party thereto.
10.4            Form of Amended Registration Rights Agreement, by and    8-K     10.2      8/5/2021
              among GCAC, the Initial Holders and the Legacy Cepton
              stockholders party thereto.
10.5            Form of Confidentiality and Lock-Up Agreement, by and    8-K     10.3      8/5/2021
              between GCAC and the stockholder of Legacy Cepton party
              thereto.
10.6            Form of Expenses and Lock-Up Agreement, by and between   8-K     10.4      8/5/2021
              GCAC and the Legacy Cepton stockholders party thereto.
10.7            Form of GCAC Stockholder Support Agreement by and        8-K     10.5      8/5/2021
              between Legacy Cepton and GCAC stockholders.
10.8++          Form of Director and Officer Indemnification
              Agreement.
10.9++          Cepton, Inc. 2022 Equity Incentive Plan.
10.10++         Cepton, Inc. Employee Stock Purchase Plan.
10.11++         Legacy Cepton Stock Incentive Plan.
10.12++         Employment Agreement, dated as of December 7, 2021, by   S-4/A   10.26     12/17/2021
              and between Legacy Cepton and Jun Pei.

10.13++ Employment Agreement, dated as of December 7, 2021, by S-4/A 10.27 12/17/2021


              and between Legacy Cepton and Winston Fu.

10.14++ Employment Agreement, dated as of December 7, 2021, by S-4/A 10.28 12/17/2021


              and between Legacy Cepton and Mark McCord.

10.15++ Employment Agreement, dated as of December 7, 2021, by S-4/A 10.29 12/17/2021


              and between Legacy Cepton and Liqun Han.
10.16++         Employment Agreement, dated as of December 7, 2021, by   S-4/A   10.30     12/17/2021
              and between Legacy Cepton and Dongyi Liao.
10.17           Purchase Agreement, dated as of November 24, 2021, by    8-K     10.1      11/29/2021
              and among GCAC, Legacy Cepton and Lincoln Park.
10.18           Registration Rights Agreement, dated as of November      8-K     10.2      11/29/2021
              24, 2021, by and among GCAC, Legacy Cepton and Lincoln
              Park.
10.19           Supplier On Board Agreement, dated April 14, 2020, by    S-4/A   10.23     1/14/2022
              and between Legacy Cepton and Koito Manufacturing Co.,
              Ltd.#
10.20           Software Development Work Order, dated September 22,     S-4/A   10.31     1/14/2022
              2021 by Koito Manufacturing Co., Ltd.#
10.21           Loan Agreement, dated January 4, 2022, by and between    8-K     99.1      1/5/2022
              Legacy Cepton and Trinity Capital Inc.
10.22           Pledge Agreement, dated January 4, 2022, by and          8-K     99.2      1/5/2022
              between Legacy Cepton and Trinity Capital Inc.
10.23           Participation Rights Agreement, dated January 4, 2022,   8-K     99.3      1/5/2022
              by and between Legacy Cepton and Trinity Capital Inc.
14.1            Cepton, Inc. Code of Conduct and Ethics
16.1            Letter from Marcum LLP to the SEC, dated February 10,
              2022.
21.1            List of Subsidiaries
99.1            Joint Press Release, dated as of February 10, 2022.
99.2            Unaudited pro forma condensed combined financial
              information of the Company for the year ended December
              31, 2020, as of September 30, 2021 and for the nine
              months ended September 30, 2021.
104           Cover Page Interactive Data File (embedded within the
              Inline XBRL document)

++ Indicates a management or compensatory plan.

# Portions of exhibit have been omitted.






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