Growth Capital Acquisition Corp. (NASDAQ: GCACU, GCAC and
GCACW) (“Growth Capital or “GCAC”), a special purpose acquisition
company, today announced that on January 24, 2022, the Securities
and Exchange Commission (“SEC”) declared effective Growth Capital’s
registration statement on Form S-4 (as amended, the “Registration
Statement”), which includes a definitive proxy statement in
connection with a special meeting of Growth Capital’s stockholders
(the “Special Meeting”). At the Special Meeting, Growth Capital’s
stockholders will consider the previously announced proposed
business combination with Cepton Technologies, Inc. (“Cepton”), a
developer of lidar-based solutions for automotive (ADAS/AV),
smart cities, smart spaces and smart industrial applications.
Following the closing of the business combination, the combined
company’s common stock and warrants are expected to list on Nasdaq
under the ticker symbols “CPTN” and “CPTNW,” respectively.
Growth Capital will hold the Special Meeting at
10:00 A.M. Eastern Time on February 9, 2022, to, among other
things, allow its stockholders to vote to approve the proposed
business combination with Cepton. Growth Capital stockholders of
record on January 13, 2022, (the “Record Date”) will be
entitled to notice of and to vote at the Special Meeting. The
Special Meeting will be held as a virtual meeting via live audio
webcast at https://www.cstproxy.com/gcacorp/2022. Registration
instructions for the Special Meeting are provided in the proxy
statement included in the Registration Statement.
The definitive proxy statement and other
relevant documents were mailed to Growth Capital’s stockholders of
record as of the close of business on the Record Date on or about
January 25, 2022. Stockholders are encouraged to read the
proxy statement and accompanying documents in their entirety.
Growth Capital has engaged Advantage Proxy, Inc.
(“Advantage Proxy”) as its proxy solicitor in connection with the
Special Meeting. Stockholders who need additional copies of proxy
materials, or need to obtain proxy cards or have questions
regarding the proposals to be presented at the Special Meeting may
contact Advantage Proxy, toll-free at (877) 870-8565 (individuals)
or collect (206) 870-8565 (banks and brokers) or they may send an
email to ksmith@advantageproxy.com. To obtain timely delivery
of documents, stockholders must request them no later than February
3, 2022.
About Cepton Technologies, Inc.
Cepton is a Silicon Valley innovator of lidar-based solutions
for automotive (ADAS/AV), smart cities, smart spaces and smart
industrial applications. With its patented Micro Motion Technology
(MMT®), Cepton aims to take lidar mainstream and achieve a balanced
approach to performance, cost and reliability, while enabling
scalable and intelligent 3D perception solutions across
industries.
Cepton has been awarded the largest known ADAS
lidar series production award in the industry to date, based on the
number of vehicle models awarded, being sole sourced by General
Motors and is engaged with other top ten OEMs.
Founded in 2016 and led by industry veterans
with decades of collective experience across a wide range of
advanced lidar and imaging technologies, Cepton is focused on the
mass market commercialization of high performance, high quality
lidar solutions. Cepton is headquartered in San Jose, CA and has a
business development facility in Troy, MI to provide local support
to the OEM and Tier 1-studded Metro Detroit area. Cepton also has a
presence in Germany, Canada, Japan, India and China to serve a
fast-growing global customer base. For more information, visit
www.cepton.com and follow us on Twitter and LinkedIn.
On August 4, 2021, Cepton, GCAC, and GCAC Merger
Sub Inc., a Delaware corporation and a wholly-owned subsidiary of
GCAC entered into a business combination agreement, as amended on
January 21, 2022 (the “Business Combination Agreement”).
About Growth Capital Acquisition Corp.
GCAC is a Delaware blank check company, also
commonly referred to as a special purpose acquisition company (or
SPAC), formed for the purpose of entering into a merger, capital
stock exchange, asset acquisition, stock purchase, reorganization
or similar business combination with one or more businesses or
entities in any industry or geographic region. GCAC is led by its
Co-Chief Executive Officers, Akis Tsirigakis and George
Syllantavos.
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 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 amended, the “Registration Statement”)
filed by GCAC with the SEC on September 8, 202, and declared
effective by the SEC on January 24, 2022, and other documents filed
by Cepton and GCAC and other documents filed by Cepton and GCAC
from time to time with the SEC.
Additional Information and Where to Find
It
The Registration Statement contains information
about the proposed transaction and the respective businesses of
Cepton and GCAC. On January 25, 2022, the final prospectus and
definitive proxy statement was mailed to stockholders of record of
GCAC common stock at the close of business on January 13, 2022, who
are entitled to vote on the proposed transaction. GCAC stockholders
are urged to read 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 contain important information about GCAC,
Cepton and 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.gcacorp.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 is included in the definitive proxy
statement/consent solicitation statement/prospectus that GCAC has
filed with the SEC.
No Offer or Solicitation
This press release 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 press release 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.
Contacts:
Karen SmithPresident and
CEOADVANTAGE PROXY,
INC.ksmith@advantageproxy.comPhone: 206-870-8565Fax:
206-870-8492www.advantageproxy.com
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