Item 7.01 Regulation FD Disclosure.
On January 18, 2022, Cepton Technologies, Inc., a Delaware corporation
("Cepton"), issued a press release (the "Press Release") announcing that its
Chief Executive Officer, Dr. Jun Pei, and its Chief Financial Officer, Dr.
Winston Fu, will present virtually at the Baird 2022 Vehicle Technology and
Mobility Conference on Tuesday, January 25, 2022 at 1:10 p.m. EST.
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.
Forward-Looking Statements
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 Growth Capital Acquisition Corp., a Delaware corporation
("GCAC") and the transactions contemplated by the Business Combination Agreement
(the "Transactions"), and the parties' perspectives and expectations, are
forward looking statements. Such statements include, but are not limited to,
statements regarding the Transactions, including the anticipated initial
enterprise value and post-closing equity value, the benefits of the
Transactions, integration plans, expected synergies and revenue opportunities,
anticipated future financial and operating performance and results, including
estimates for growth, the expected management and governance of the combined
company, and the expected timing of the Transactions. Such forward-looking
statements 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 (1) the success of our
strategic relationships, including with Cepton's Tier 1 partners, none of which
are exclusive; (2) the possibility that Cepton's business or the combined
company may be adversely affected by other economic, business, and/or
competitive factors; (3) the risk that current trends in automotive and smart
infrastructure markets decelerate or do not continue; (4) the inability of the
parties to successfully or timely consummate the proposed business combination,
including the risk that any required regulatory approvals are not obtained, are
delayed or are subject to unanticipated conditions that could adversely affect
the combined company or the expected benefits of the proposed business
combination or that the approval of the stockholders of GCAC or Cepton is not
obtained; (5) risks related to future market adoption of Cepton's offerings; (6)
the final terms of Cepton's arrangement with its Tier 1 partner and, in turn,
its Tier 1 partner's contract with the major global automotive OEM differing
from Cepton's expectations, including with respect to volume and timing, or the
arrangement can be terminated or may not materialize into a long-term contract
partnership arrangement; (7) the ability of GCAC or the combined company to
issue equity or equity-linked securities in connection with the proposed
business combination or in the future; (8) the inability to recognize the
anticipated benefits of the proposed business combination, which may be affected
by, among other things, the amount of cash available following any redemptions
by GCAC's stockholders; (9) the ability of the combined company to meet the
initial listing standards of The Nasdaq Stock Market upon consummation of the
proposed business combination; (10) costs related to the proposed business
combination; (11) expectations with respect to future operating and financial
performance and growth, including when Cepton will generate positive cash flow
from operations; (12) Cepton's ability to raise funding on reasonable terms as
necessary to develop its product in the timeframe contemplated by its business
plan; (13) Cepton's ability to execute its business plans and strategy; (14) the
failure to satisfy the conditions to the consummation of the proposed business
combination, including the approval of the proposed business combination and
definitive agreements for the proposed business combination by the stockholders
of GCAC; and (15) the occurrence of any event, change or other circumstance that
could give rise to the termination of the proposed business combination. 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 publicly
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 Securities and Exchange
Commission (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 material.
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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,
www.gcaccorp.com.
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 the Registration
Statement. 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.
(d) Exhibits
Exhibit No. Description
99.1 Press Release of Cepton Technologies, Inc., dated January 18, 2022.
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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