Item 1.01. Entry into a Material Definitive Agreement.
As previously disclosed, on
On
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
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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 "Commitment Shares").
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 Agreement.
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).
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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
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
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 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
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Additional Information and Where to Find It
GCAC has filed with the
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
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 10.1 Purchase Agreement, dated as ofNovember 24, 2021 , by and among GCAC, Cepton and Lincoln Park. 10.2 Registration Rights Agreement, dated as ofNovember 24, 2021 , by and among GCAC, Cepton and Lincoln Park. 99.1 Press Release ofCepton Technologies, Inc. , datedNovember 26, 2021 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 4
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