Cepton Technologies and Growth Capital Acquisition Corp. Announce Investment Agreement of Up to $ 100 Million with Lincoln Park Capital
SAN JOSE, California, November 27, 2021– (BUSINESS WIRE) – Cepton Technologies, Inc. (“Cepton”), a Silicon Valley innovator focused on the mass market commercialization of high-performance, high-quality lidar solutions, today announced that ‘it and Growth Capital Acquisition Corp (“GCAC”) (Nasdaq: GCAC) have entered into a committed investment agreement (“Purchase Agreement”) and related registration rights agreement for a maximum amount of $ 100 million of dollars with Lincoln Park Capital Fund, LLC (“LPC”), a Chicago-based institutional investor, effective upon closing of the business combination between Cepton and GCAC.
On August 4, 2021, Cepton, GCAC and GCAC Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of GCAC (“Merger Sub”) entered into a business combination agreement. Upon closing of the business combination, the combined company will be renamed Cepton Inc. (“New Cepton”) and will begin trading under the symbol “CPTN” on the Nasdaq Capital Market.
Subject to the terms and conditions of the purchase agreement, the new Cepton will have the right, but not the obligation, to order LPC to purchase up to a total amount of $ 100 million of the new common shares of Cepton. over a period of 36 months. Any sale of Common Shares to LPC will be subject to the filing and coming into force of a related registration statement with the Securities and Exchange Commission which will not occur until after the closing of the business combination. Thereafter, the new Cepton will control the timing and amount of any future sale to LPC and LPC is obligated to purchase such common shares at the prevailing market prices. LPC has undertaken not to provoke or engage in any way whatsoever in a short sale or a direct or indirect hedging of the new common shares of Cepton. The purchase contract does not contain any restriction on the use of the products and there are no financial commitments, participation rights, rights of first refusal or penalties. There are no warrants or other derivative securities associated with the transaction. After the closing of the business combination, the Purchase Agreement may be terminated by GCAC or the new Cepton at any time, in its sole discretion, without any additional cost or penalty.
“We are delighted to announce today’s agreement with LPC, as the committed investment agreement is designed to further strengthen our liquidity position and provide additional flexibility in our ability to seize growth opportunities on automotive and smart infrastructure end markets, ”commented Jun Pei, CEO of Cepton.
This press release does not constitute an offer to sell or a solicitation of an offer to buy the securities of such offering, and there will be no sale of such securities in any jurisdiction in which such solicitation or sale of offer is illegal prior to registration or qualification. under the securities laws of such jurisdiction. Additional information regarding the purchase agreement with LPC is available in GCAC Form 8-K filed with the Securities and Exchange Commission.
About Cepton Technologies, Inc.
Cepton provides cutting-edge, intelligent and lidar-based solutions for a range of markets such as automotive (ADAS / AV), smart cities, smart spaces and smart industrial applications. Cepton’s patented lidar technology based on MMT® enables reliable, scalable and cost-effective solutions that deliver long-range, high-resolution 3D perception for intelligent applications.
Cepton has received the industry’s largest ADAS lidar series production award to date from one of the world’s top five automotive OEMs and is engaged with other top ten OEMs.
Founded in 2016 and led by industry veterans with more than two decades of collective experience in a wide range of advanced lidar and imaging technologies, Cepton is focused on the mass market commercialization of high performance lidar solutions. and high quality. Cepton is headquartered in San Jose, California, United States, with a presence in Germany, Canada, Japan, India and China, to serve a rapidly growing global customer base. For more information, visit www.cepton.com and follow us on Twitter and LinkedIn.
About Growth Capital Acquisition Corp.
GCAC is a Delaware Blank Check Company, also commonly known as a Special Purpose Acquisition Company (or SPAC), formed for the purpose of completing a merger, stock exchange, acquisition of assets, purchase of shares, reorganization or similar business combination with one or more businesses or entities in any industry or geographic region. The CCGA is led by its Co-Directors General, Akis Tsirigakis and George Syllantavos.
Additional information and where to find it
GCAC has filed with the Securities and Exchange Commission (the “SEC”) a registration statement on Form S-4 relating to the proposed business combination, which contains information about the proposed business combination and the respective activities. de Cepton and GCAC. The CCGA will mail a final prospectus and definitive proxy circular along with other relevant documents once the SEC has completed its review of the registration statement. CGAC shareholders are urged to read the preliminary prospectus and the proxy circular and their amendments, as well as the final prospectus and the final proxy circular in connection with the solicitation of proxies for the special meeting that is to be held. will be held to approve the proposed business combination, as these documents will contain important information about CCGA, Cepton and the proposed business combination. The final prospectus and the final proxy circular will be mailed to the shareholders of GCAC on a record date to be established for voting on the proposed business combination. Shareholders of the CCGA will also be able to obtain a free copy of the Management Information Circular, as well as other documents containing information about the CCGA, from the SEC’s website (www.sec.gov) or by calling 1-800-SEC-0330. Copies of the proxy statement and other documents filed by the CCGA with the SEC can also be obtained, free of charge, by directing a request to: Growth Capital Acquisition Corp., 300 Park Avenue , 16th Floor, New York, NY 10022.
Participants in the call for tenders
Cepton and CCGA and their respective directors and officers and other officers and employees may be considered participants in the solicitation of proxies in connection with the proposed business combination. CCGA shareholders and other interested persons may obtain, free of charge, more detailed information regarding the directors and officers of CCGA in the annual report of CCGA on Form 10-K for the fiscal year ended March 31, 2021, which has been filed. with the SEC on July 19, 2021. Information regarding who may, under the rules of the SEC, be considered participants in the solicitation of proxies from the shareholders of CCGA in connection with the proposed business combination will be included in the proxy circular / final prospectus that CCGA intends to file with the SEC.
No offer or solicitation
This press release does not constitute a solicitation of any proxy, consent or authorization with respect to any security or with respect to the proposed business combination. This press release also does not constitute an offer to sell or the solicitation of an offer to buy any securities, and there will be no sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be illegal before registration. or qualification under securities laws of such jurisdiction. No offer of securities will 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.
Certain statements contained in this document are “forward-looking statements” made in accordance with the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Statements that are not historical fact, including statements regarding Cepton and CCGA and the proposed business combination, and the prospects and expectations of the parties, are forward-looking statements. These forward-looking statements, including expectations regarding the closing of the proposed business combination and the utility of the purchase contract, reflect Cepton’s or GCAC’s current expectations or beliefs regarding future events and actual events may differ materially from those. current expectations. Forward-looking statements can be identified by the use of words such as “estimate”, “plan”, “project”, “anticipate”, “intend to”, “expect”, “anticipate”, “; “Seek”, “target”, “designed to” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Such forward-looking statements are subject to various risks and uncertainties, including the inability of the parties to successfully or on time complete the proposed business combination and the risk that the transaction will be subject to unforeseen conditions that could impact negative on the merged company or on the benefits of the proposed business combination or purchase contract. If any of these risks materialize or if any of GCAC’s or Cepton’s assumptions prove to be 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 forward-looking statements, whether as a result of new information, future events or otherwise.
See the source version on businesswire.com: https://www.businesswire.com/news/home/20211126005607/en/