Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on August 4, 2021, Growth Capital Acquisition Corp., a
Delaware corporation ("GCAC"), and GCAC Merger Sub Inc., a Delaware corporation
and a wholly-owned subsidiary of GCAC ("Merger Sub") entered into a Business
Combination Agreement (the "Business Combination Agreement") with Cepton
Technologies, Inc., a Delaware Corporation ("Cepton"). Pursuant to the Business
Combination Agreement, subject to the terms and conditions set forth therein,
upon the consummation of the transactions contemplated by the Business
Combination Agreement (the "Transactions"), Merger Sub will merge with and into
Cepton (the "Merger") with Cepton continuing as the surviving corporation in the
Merger and a wholly-owned subsidiary of GCAC.
On November 24, 2021, GCAC and Cepton entered into a Purchase Agreement (the
"Purchase Agreement") with Lincoln Park Capital Fund, LLC ("Lincoln Park"),
pursuant to which Lincoln Park has agreed to purchase from GCAC up to
$100,000,000 of GCAC common stock (subject to certain limitations contained in
the Purchase Agreement) from time to time over a 36-month period. In connection
with the Purchase Agreement, GCAC and Cepton also entered into a registration
rights agreement with Lincoln Park (the "Lincoln Park Registration Rights
Agreement") whereby GCAC has agreed to file with the U.S. Securities and
Exchange Commission (the "SEC") within thirty (30) days following the
consummation of the Merger, a new registration statement covering the shares of
GCAC common stock that may be issued to Lincoln Park under the Purchase
After (i) the consummation of the Merger and (ii) upon the satisfaction of
certain other conditions set forth in the Purchase Agreement (the "Commencement
Date"), GCAC shall have the right, but not the obligation, from time to time to
direct Lincoln Park to purchase shares of GCAC common stock having a value of up
to $500,000 on any business day (the "Purchase Date"), which may be increased to
up to $1,000,000 depending on certain conditions as set forth in the Purchase
Agreement (and subject to adjustment for any reorganization, recapitalization,
non-cash dividend, stock split, reverse stock split or other similar transaction
as provided in the Purchase Agreement) (each, a "Regular Purchase"). The
purchase price per share for a Regular Purchase will be the lower of: (i) the
lowest trading price for shares of GCAC common stock on the applicable Purchase
Date and (ii) the average of the three lowest closing sale prices for GCAC
common stock during the ten consecutive business days ending on the business day
immediately preceding such Purchase Date. The purchase price per share will be
equitably adjusted for any reorganization, recapitalization, non-cash dividend,
forward or reverse stock split, or other similar transaction occurring during
the business days used to compute such price.
From and after the Commencement Date, GCAC shall also have the right, but not
the obligation, to direct Lincoln Park on each Purchase Date to make
"accelerated purchases" on the following business day (the "Accelerated Purchase
Date") up to the lesser of (i) 300% of the number of shares purchased pursuant
to a Regular Purchase or (ii) 30% of the trading volume on Accelerated Purchase
Date (during a time period specified in the Purchase Agreement) at a purchase
price equal to the lesser of 95% of (x) the closing sale price of GCAC's common
stock on the Accelerated Purchase Date and (y) of the volume weighted average
price of GCAC's common stock on the Accelerated Purchase Date (during a time
period specified in the Purchase Agreement) (each, an "Accelerated Purchase").
GCAC shall have the right in its sole discretion to set a minimum price
threshold for each Accelerated Purchase in the notice provided with respect to
such Accelerated Purchase and GCAC may direct multiple Accelerated Purchases in
a day provided that delivery of shares has been completed with respect to any
prior Regular and Accelerated Purchases that Lincoln Park has purchased.
In consideration for entering into the Purchase Agreement, GCAC will issue to
Lincoln Park 50,000 shares of GCAC common stock as a commitment fee on the date
of the closing of the Merger. GCAC is also obligated to issue up to an
additional 150,000 shares of GCAC common stock as a commitment fee 180 days
after the date of the closing of the Merger (such shares, collectively, the
The Purchase Agreement may be terminated by GCAC at any time after the
Commencement Date, at its sole discretion, without any cost or penalty, by
giving one business day notice to Lincoln Park to terminate the Purchase
Actual sales of shares of common stock to Lincoln Park under the Purchase
Agreement will depend on a variety of factors to be determined by GCAC from time
to time, including (among others) market conditions, the trading price of GCAC
common stock and determinations by GCAC as to available and appropriate sources
of funding for GCAC and its operations. The Purchase Agreement prohibits GCAC
from issuing or selling and Lincoln Park from acquiring any shares of GCAC
common stock if those shares of GCAC common stock, when aggregated with all
other shares of GCAC common stock then beneficially owned by Lincoln Park and
its affiliates, would result in Lincoln Park having beneficial ownership of more
than 9.99% of the then issued and outstanding shares of GCAC common stock.
The Purchase Agreement contains customary representations, warranties,
covenants, closing conditions and indemnification provisions by, among and for
the benefit of the parties. Lincoln Park has agreed that neither it nor any of
its agent, representatives or affiliates will enter into or effect, directly or
indirectly a short selling or hedging, which establishes a net short position
with respect to the GCAC common stock. There are no limitations on the use of
proceeds, financial or business covenants, restrictions on future financings
(other than restrictions on GCAC's ability to enter into a similar type of
agreement or Equity Line of Credit during the Term, excluding an At-The-Market
transaction with a registered broker-dealer), rights of first refusal,
participation rights, penalties or liquidated damages in the Purchase Agreement.
The issuance of the shares pursuant to the Purchase Agreement is expected to be
undertaken in reliance upon the exemption from the registration requirements of
the Securities Act of 1933, as amended, afforded by Section 4(a)(2).
The Purchase Agreement and the Lincoln Park Registration Rights Agreement are
filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form
8-K and incorporated herein by reference. The foregoing descriptions of the
Purchase Agreement and the Lincoln Park Registration Rights Agreement and the
transactions contemplated thereby are qualified in their entirety by reference
to such Exhibits.
Item 3.02 Unregistered Sales of Equity Securities.
The information contained above in Item 1.01 is hereby incorporated by reference
into this Item 3.02.
Item 7.01 Regulation FD Disclosure.
On November 26, 2021, Cepton issued a press release (the "Press Release")
announcing that Cepton and GCAC entered into the Purchase Agreement with Lincoln
A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report
on Form 8-K. The Press Release is intended to be furnished and shall not be
deemed "filed" for purposes of Section 18 of the Securities Exchange Act of
1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities
of that section, nor shall it be deemed incorporated by reference in any filing
under the Securities Act of 1933, as amended, or the Exchange Act, except as
expressly set forth by specific reference in such filing.
Certain statements herein are "forward-looking statements" made pursuant to the
safe harbor provisions of the United States Private Securities Litigation Reform
Act of 1995. Statements that are not historical facts, including statements
about Cepton and GCAC and the Transactions, and the parties' perspectives and
expectations, are forward-looking statements. Such forward-looking statements,
including expectations regarding the closing of the proposed business
combination and the utility of the Purchase Agreement, reflect Cepton's or
GCAC's current expectations or beliefs concerning future events and actual
events may differ materially from current expectations. Forward-looking
statements may be identified by the use of words such as "estimate," "plan,"
"project," "forecast," "intend," "will," "expect," "anticipate," "believe,"
"seek," "target," "designed to" or other similar expressions that predict or
indicate future events or trends or that are not statements of historical
matters. Any such forward-looking statements are subject to various risks and
uncertainties, including the inability of the parties to successfully or timely
consummate the proposed business combination, and the risk that the transaction
is subject to unanticipated conditions that could adversely affect the combined
company or the expected benefits of the proposed business combination or the
Purchase Agreement. If any of these risks materialize or any of GCAC's or
Cepton's assumptions prove incorrect, actual results could differ materially
from the results implied by these forward-looking statements. Cepton and GCAC do
not undertake to update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. You should carefully
consider the risk factors and uncertainties described in "Risk Factors," "GCAC's
Management's Discussion and Analysis of Financial Condition and Results of
Operations," "Cepton's Management's Discussion and Analysis of Financial
Condition and Results of Operations," "Forward-Looking Statements" and the
additional risks described in the Registration Statement on Form S-4 (as may be
further amended, the "Registration Statement") filed by GCAC with the SEC on
September 8, 2021 and other documents filed by Cepton and GCAC and other
documents filed by Cepton and GCAC from time to time with the SEC. Further,
since the Registration Statement has not been declared effective by the SEC, the
final proxy statement/consent solicitation statement/prospectus forming a part
of the Registration Statement may contain additional risks, which may be
Additional Information and Where to Find It
GCAC has filed with the SEC the Registration Statement, which contains
information about the proposed transaction and the respective businesses of
Cepton and GCAC. GCAC will mail a final prospectus and definitive proxy
statement and other relevant documents after the SEC completes its review. GCAC
stockholders are urged to read the preliminary prospectus and proxy statement
and any amendments thereto and the final prospectus and definitive proxy
statement in connection with the solicitation of proxies for the special meeting
to be held to approve the proposed transaction, because these documents will
contain important information about GCAC, Cepton and the proposed transaction.
The final prospectus and definitive proxy statement will be mailed to
stockholders of GCAC as of a record date to be established for voting on the
proposed transaction. Stockholders of GCAC will also be able to obtain a free
copy of the proxy statement, as well as other filings containing information
about GCAC, without charge, at the SEC's website (www.sec.gov) or by calling
1-800-SEC-0330. Copies of the proxy statement and GCAC's other filings with the
SEC can also be obtained, without charge, by directing a request to: Growth
Capital Acquisition Corp., 300 Park Avenue, 16th Floor, New York, NY 10022.
Additionally, all documents filed with the SEC can be found on GCAC's website,
Participants in the Solicitation
Cepton and GCAC and their respective directors and officers and other members of
management and employees may be deemed participants in the solicitation of
proxies in connection with the proposed business combination. GCAC stockholders
and other interested persons may obtain, without charge, more detailed
information regarding directors and officers of GCAC in GCAC's Annual Report on
Form 10-K for the fiscal year ended March 31, 2021, which was filed with the SEC
on July 19, 2021. Information regarding the persons who may, under SEC rules, be
deemed participants in the solicitation of proxies from GCAC's stockholders in
connection with the proposed business combination will be included in the
definitive proxy statement/prospectus that GCAC intends to file with the SEC.
No Offer or Solicitation
This Current Report on Form 8-K shall not constitute a solicitation of a proxy,
consent, or authorization with respect to any securities or in respect of the
proposed business combination. This Current Report on Form 8-K shall also not
constitute an offer to sell or the solicitation of an offer to buy any
securities, nor shall there be any sale of securities in any states or
jurisdictions in which such offer, solicitation, or sale would be unlawful prior
to registration or qualification under the securities laws of any such
jurisdiction. No offering of securities shall be made except by means of a
prospectus meeting the requirements of Section 10 of the Securities Act of 1933,
as amended, or an exemption therefrom.
Item 9.01 Financial Statements and Exhibits.
Exhibit No. Description
10.1 Purchase Agreement, dated as of November 24, 2021, by and among GCAC,
Cepton and Lincoln Park.
10.2 Registration Rights Agreement, dated as of November 24, 2021, by and
among GCAC, Cepton and Lincoln Park.
99.1 Press Release of Cepton Technologies, Inc., dated November 26, 2021.
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