CUSIP No. 15673X 101 |
1. |
Names of Reporting Persons.
KOITO MANUFACTURING CO., LTD. |
2. |
Check the Appropriate Box if a Member of a Group (See Instructions)
(a) ☐
(b) ☐
|
3. |
SEC Use Only
|
4. |
Source of Funds (See Instructions)
WC
|
5. |
Check if Disclosure of Legal Proceedings
Is Required Pursuant to Items 2(d) or 2(e) ☐
|
6. |
Citizenship or Place of Organization
Japan
|
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY EACH
REPORTING
PERSON WITH |
7. |
Sole Voting Power
19,624,741 shares of Common Stock
|
8. |
Shared Voting Power
66,501,137 shares of Common Stock*
|
9. |
Sole Dispositive Power
19,624,741 shares of Common Stock
|
10. |
Shared Dispositive Power
66,501,137 shares of Common Stock*
|
11. |
Aggregate Amount Beneficially Owned by Each Reporting Person
86,125,878 shares of Common Stock*
|
12. |
Check if the Aggregate Amount in Row
(11) Excludes Certain Shares (See Instructions) ☐
|
13. |
Percent of Class Represented by Amount in Row (11)
55.1%**
|
14. |
Type of Reporting Person (See Instructions)
CO
|
|
|
|
|
*
Beneficial ownership of the 66,501,137 shares of Common Stock is being reported hereunder solely because the Reporting Person may be
deemed to have beneficial ownership of such securities as a result of the Voting Support Agreements (as defined in Item 4 below) entered
into with beneficial owners of such securities as described herein. Neither the filing of this Schedule 13D nor any of its contents shall
be deemed to constitute an admission by the Reporting Person that it is the beneficial owner of any such securities referred to herein
for purposes of Section 13(d) of the Securities Exchange Act of 1934, as amended, or for any other purpose, and such beneficial ownership
is expressly disclaimed.
**
Based on 156,409,142 shares of Common Stock outstanding as of October 18, 2022, as represented by the Issuer in the Investment Agreement
(as defined in Item 4).
Item 1. Security and Issuer
This statement constitutes Amendment Number 4
to the Schedule 13D (this “Statement”) relating to shares of common stock, par value $0.00001 per share (“Common
Stock”), of Cepton, Inc., a Delaware corporation, whose principal executive offices are located at 399 West Trimble Road, San
Jose, California 95131, and its designated business telephone number is (408) 459-7579 (the “Issuer”), and hereby amends
the Schedule 13D filed with the Securities and Exchange Commission on February 18, 2022 (as amended from time to time, the “Initial
Statement”) on behalf of the Reporting Person to furnish the additional information set forth herein. Information given in response
to each item shall be deemed incorporated by reference in all other items as applicable.
Item 3. Source and Amount of Funds or Other
Consideration
Item 3 of the Initial Statement is hereby amended
by adding the following paragraph:
The description of the Transaction set forth and
defined in Item 4 of this Statement is incorporated by reference in its entirety into this Item 3. It is anticipated that funding for
the cash consideration payable pursuant to the Investment will be obtained through Reporting Person’s existing resources including
cash on hand.
Item 4. Purpose of Transaction
Item 4 of the Initial Statement is hereby amended
by adding the following paragraphs:
Investment Agreement
On October 27, 2022, the Issuer entered into an Investment Agreement
(the “Investment Agreement”) with the Reporting Person, pursuant to which, among other things, at the closing of the
transactions contemplated thereby (the “Closing”), and on the terms and subject to the conditions set forth therein,
the Issuer will issue and sell to the Reporting Person, 100,000 shares of Series A Convertible Preferred Stock, par value $0.00001 per
share, of the Issuer (“Series A Preferred Stock”), convertible for common stock, par value $0.00001 per share, of the
Issuer (the “Common Stock”), for a purchase price of $100,000,000 (the “Purchase Price”) (the “Transaction”).
The proceeds of the Transaction will be used first, to pay any outstanding loan under the Investor Loan Agreement (as defined below),
and second, for the continued development of the Issuer’s Lidar technology and general corporate purposes.
The board of directors of the Issuer (the “Board”)
has (a) determined that it is advisable and in the best interests of the Issuer and its stockholders (the “Company Stockholders”)
that the Issuer enter into the Investment Agreement and the other Transaction Documents and consummate the Transaction and the other transactions
contemplated thereby on the terms and subject to the conditions set forth therein, (b) approved the Investment Agreement, the other Transaction
Documents, the Transaction and the other transactions contemplated thereby on the terms and subject to the conditions set forth therein,
(c) directed that the Transaction be submitted to the Company Stockholders for approval and (d) recommends that the Company Stockholders
approve the Transaction (such recommendation, the “Board Recommendation”)
Capitalized terms used herein but not otherwise defined shall have
the meanings ascribed to them in the Investment Agreement.
Conditions to the Closing
The Closing is subject to various customary mutual closing conditions,
including, among others, (a) approval of the Transaction by the affirmative vote of the majority of the total votes cast on such matter
(with abstentions and broker non-votes not counted as votes “FOR” or “AGAINST” the matter) (the “Requisite
Stockholder Approvals”) and (b) the absence of legal restraints. The obligations of the Reporting Person, on the one hand, and
the Issuer, on the other hand, to consummate the Closing are further subject to the satisfaction by the Issuer and the Reporting Person,
respectively, of additional conditions to Closing, including, among others, the accuracy of representations and warranties subject to
negotiated qualifiers, the performance of covenants in all material respects, the delivery of customary closing deliverables, in each
case by the other party. The obligations of the Reporting Person to consummate the Closing are further subject to additional conditions
including, among others, the reservation and approval for listing on NASDAQ of the shares of Common Stock underlying the Series A Preferred
Stock, the receipt by the Reporting Person of an executed payoff letter from Trinity Capital in respect of the Trinity Capital Loan Agreement,
the receipt by the Reporting Person of a copy of a conditional resignation letter by a director to be
effective as of the Closing, the absence of a Company Material Adverse
Effect and the absence of an event of default under the Investor Loan Agreement.
No Solicitation
From and after the date of signing of the Investment Agreement until
the earlier to occur of the termination of the Investment Agreement pursuant to the terms thereof and the Closing, without the Reporting
Person’s consent, the Issuer has agreed not to, and has agreed to cause its Affiliates and their respective directors, officers,
employees, investment bankers, attorneys, accountants and other advisors or representatives (collectively, the “Representatives”)
not to and that they will not, directly or indirectly: (a) solicit, initiate or knowingly encourage any Acquisition Transaction; or (b)
enter into, or undertake to enter into, any contract for an Acquisition Transaction, or any contract requiring the Issuer to abandon,
terminate or fail to consummate the issuance of the Series A Preferred Stock to the Reporting Person or the Transaction.
Notwithstanding this limitation, the Issuer may, under certain circumstances,
participate or engage in discussions or negotiations with, or provide information to third parties with respect to an Acquisition Proposal
that the Board determines constitutes a Superior Proposal or is reasonably likely to lead to a Superior Proposal.
The Board may effect a Company Board Recommendation Change in response
to (a) an Intervening Event or (b) an Acquisition Proposal that was not received in violation of the no solicitation provision that the
Board has determined in good faith (after consultation with its financial advisor and outside legal counsel) constitutes a Superior Proposal,
in each case, if, after providing certain “match” rights to the Reporting Person with respect thereto, the Board determines
in good faith (after consultation with its financial advisor and outside legal counsel) that the failure to do so would be inconsistent
with its fiduciary duties pursuant to applicable Law.
Termination Rights
The Investment Agreement contains certain termination rights for the
Issuer and the Reporting Person, including, among other things: (a) by mutual written agreement of the Reporting Person and the Issuer;
(b) by the Reporting Person or the Issuer, in the event of a permanent legal restraint; (c) by the Reporting Person or the Issuer, if
the Closing has not occurred by 11:59 p.m., New York City time, on March 31, 2023; (d) by the Reporting Person or the Issuer, if the Issuer
fails to obtain the Requisite Stockholder Approvals at the Company Stockholder Meeting; (e) by the Reporting Person, if the Board changes
the Board Recommendation, (f) by the Reporting Person, if the Issuer has breached or failed to perform in any material respect any of
its representations, warranties, covenants or other agreements contained in the Investment Agreement, which breach or failure to perform
would result in a failure of a closing condition to be fulfilled, subject to cure rights; and (g) by the Issuer, if the Reporting Person
has breached or failed to perform in any material respect any of its representations, warranties, covenants or other agreements contained
in the Investment Agreement, which breach or failure to perform would result in a failure of a closing condition to be fulfilled, subject
to cure rights.
The Issuer will be required to pay the Reporting Person a termination
fee equal to $3,000,000 if the Investment Agreement is terminated pursuant to clauses (c), (d), (e) or (f) of the preceding paragraph
and, in each case, the Issuer within 12 months after the date of the Investment Agreement enters into a definitive agreement for an alternative
transaction (which is subsequently consummated). The Issuer will be required to reimburse the Reporting Person for an amount not to exceed
$1,000,000 for reasonable, documented out-of-pocket expenses if the Investment Agreement is terminated pursuant to clauses (c), (d) or
(e) of the preceding paragraph, with such expense reimbursement to be cumulative with the termination fee, as applicable.
Other Terms of Investment Agreement
The Investment Agreement contains customary representations and warranties
from the Reporting Person and the Issuer, and each party has agreed to covenants, including, among others, covenants relating to (a) the
conduct of the Issuer’s business during the interim period between the execution of the Investment Agreement and the Closing (which,
among other things, is subject to the Reporting Person Consent Rights (as defined below)); (b) the use of reasonable best efforts to complete
the Transaction; (c) the preparation of the proxy statement and related Company Stockholder Meeting; (d) access rights; and (f) the composition
of the Board immediately after the Closing.
The foregoing summary of the Investment Agreement and the transactions
contemplated by the Investment Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full
text of the Investment Agreement, which is filed as Exhibit 99.1 to this Statement and incorporated herein by reference.
Investor Rights Agreement
Board and Committee Rights
At the Closing, the Issuer and the Reporting Person will enter into
an Investor Rights Agreement (the “Investor Rights Agreement”), pursuant to which, among other things, immediately
following the Closing, the Issuer is obligated to take all necessary action to ensure that the Board will consist of a total of seven
directors: two designees of the Reporting Person (inclusive of Mr. Takayuki Katsuda, who is currently a director), and five individuals
(including Dr. Jun Pei, the Issuer’s President and Chief Executive Officer and Chairman of the Board) who are currently directors
of the Issuer. The Reporting Person will be entitled to have its designees appointed to the Nominating and Corporate Governance Committee
and Compensation Committee of the Board, subject to satisfaction of applicable committee membership requirements.
Under the Investor Rights Agreement, the Issuer is obligated to
take all necessary action (to the extent not prohibited by law) to cause the Board to nominate for election that number of
individuals designated by the Reporting Person that is proportional to the Reporting Person’s beneficial ownership interest in
the Issuer, provided, however, that the Reporting Person will not be entitled to nominate for election a number of
individuals that would constitute a majority of the Board. In addition, the Reporting Person’s designation rights will be
reduced to one director at such time as the Reporting Person ceases to beneficially own at least 10% of the outstanding shares of
Common Stock (on an as-converted basis) and the Reporting Person will no longer have any rights to designate a nominee to serve on the Board
at such time as the Reporting Person ceases to beneficially own at least 5% of the outstanding shares of Common Stock (on an
as-converted basis).
Transfer Restrictions
Pursuant to the Investor Rights Agreement and subject to certain exceptions,
the Reporting Person will agree, for one year after the Closing Date, not to Transfer (as defined in the Investor Rights Agreement) any
shares of Series A Preferred Stock held by the Reporting Person, including any shares of Common Stock issued or issuable upon conversion of such
shares of Series A Preferred Stock.
Investor Consent Rights
Pursuant to the terms of the Investor Rights Agreement, the prior
written consent of the Reporting Person (the “Investor Consent Rights”) will be required for the Issuer to effect
or validate certain enumerated actions in the Investor Rights Agreement for so long as the Reporting Person beneficially owns a
number of shares of Common Stock representing at least 75% of the number of shares of Common Stock held by the Reporting Person as
of the Closing Date after giving effect to the Transaction and including the shares of Common Stock issuable upon conversion of the
Series A Preferred Stock, including, but not limited to: (i) issuing securities that are senior or pari passu to the Series A
Preferred Stock, (ii) declaring or paying dividends, (iii) acquiring, redeeming or repurchasing capital stock, (iv) incurring debt
or liens for borrowed money in excess of specified amounts, (v) entering into related party transactions, (vi) amending the
Issuer’s charter or bylaws, (vii) changing the size of the Board, (viii) adopting a poison pill (unless it grandfathers in the
Reporting Person), (ix) making acquisitions in excess of specified amounts, (x) selling, leasing or transferring assets or
properties, or incurring liens (other than certain permitted liens) in excess of specified amounts, (xi) increasing the number of
shares reserved for issuance under the Issuer’s existing equity incentive plans beyond automatic annual increases currently
provided for under such plans, (xii) transfers or abandonment of, or incurrence of liens on, the Issuer’s material
intellectual property and (xiii) capital expenditures in excess of specified amounts.
Preemptive Rights
Pursuant to the terms of the Investor Rights Agreement and subject
to certain exceptions, when the Issuer authorizes the issuance or sale of any Common Stock or Equity-Linked Securities (as defined in
the Investor Rights Agreement), the Issuer will be required to first offer to sell to the Reporting Person a proportion of such Common
Stock or Equity-Linked Securities sufficient for the Reporting Person to maintain its pro rata share in the Common
Stock (on an as-converted, exchanged or exercised basis, as applicable)
prior to the issuance or sale of such Common Stock or Common Stock or Equity-Linked Securities to such other person, with the consummation
of the sale or issuance to such other person and to the Reporting Person to occur on the same date, subject to certain exceptions.
Registration Rights
Pursuant to the Investor Rights Agreement, among other things, and
subject to certain limitations set forth therein, the Issuer will be obligated to prepare and file within 300 days after the Closing Date
a registration statement registering shares of Common Stock held by any holder of Series A Preferred Stock, including any shares of Common
Stock acquired by any holder pursuant to the conversion of, or as a dividend on, the Series A Preferred Stock (the “Registrable
Securities”).
In addition, pursuant to the Investor Rights Agreement, holders of
Registrable Securities will have the right to require the Issuer, subject to certain limitations set forth therein, to effect a sale of
any or all of their Registrable Securities by means of an underwritten offering. The Issuer is not obligated to effect an underwritten
offering (a) more than twice in any 365-day period, (b) if the anticipated gross proceeds are less than $25 million (unless the Reporting
Person is proposing to sell all of its remaining Registrable Securities), or (c) during a Quarterly Blackout Period (as defined in the
Investor Rights Agreement).
The Investor Rights Agreement also provides holders of Registrable
Securities with certain customary piggyback registration rights and indemnification rights.
These registration rights are subject to certain conditions and limitations,
including the right of the underwriters to limit the number of shares to be included in a registration or offering and the Issuer’s
right to delay or withdraw a registration statement under certain circumstances.
Termination
The Investor Rights Agreement will terminate with respect to the Reporting
Person upon the mutual agreement in writing among the Issuer and the Reporting Person, other than termination provisions applicable to
particular sections of the Investor Rights Agreement that are specifically provided in the Investor Rights Agreement. The Investor Rights
Agreement will terminate automatically with respect to any other party thereto at such time as such party ceases to own any Registrable
Securities.
The foregoing summary of the Investor Rights Agreement does not purport
to be complete and is subject to, and is qualified in its entirety by, the full text of the substantially final form of Investor Rights
Agreement, which is attached as an exhibit to the Investment Agreement and incorporated herein by reference.
Certificate of Designations Designating the Series A Preferred
Stock
As a condition to the Closing, the Issuer will file with the Secretary
of State of the State of Delaware a Certificate of Designations of Series A Preferred Stock (the “Certificate of Designations”)
designating the Series A Preferred Stock and establishing the powers, designations, preferences and relative, participating, optional
or other rights, and the qualifications, limitations or restrictions of the shares of Series A Preferred Stock. The Certificate of Designations
will become effective upon filing.
Ranking; Dividends
The Series A Preferred Stock will rank senior to the shares of the
Common Stock, with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution
or winding up of the affairs of the Issuer and will rank junior to all secured and unsecured indebtedness. The Series A Preferred Stock
has a liquidation preference equal to the initial purchase price of $1,000.00 per share, increased by accrued but unpaid dividends per
share (the “Liquidation Preference”). The holders of Series A Preferred Stock will be entitled to participate in all
dividends declared on the Common Stock on an as-converted basis and will also be entitled to a cumulative dividend at the rate of 3.250%
per annum, if paid in cash, or 4.250% per annum, if paid “in kind”,
payable quarterly in arrears and subject to a maximum increase of 1.0%
under certain specified circumstances, in each case, subject to the terms and conditions set forth in the Certificate of Designations.
Conversion Rights
Subject to certain anti-dilution adjustments, including with respect
to certain issuances with an effective price below the then current Conversion Price (as defined in the Certificate of Designations),
and customary provisions related to partial dividend periods, the Series A Preferred Stock will be convertible at the option of the holders
thereof at any time following the one year anniversary of the issuance date into a number of shares of Common Stock equal to the Conversion
Rate (as defined in the Certificate of Designations), which shall initially be approximately 386.8472:1 based on the initial Conversion
Price of $2.585; provided that each converting holder will receive cash in lieu of fractional shares (if any).
Solely with respect to shares of Series A Preferred Stock held by the
Reporting Person or an Affiliate of the Reporting Person that is a Permitted Transferee (as defined in the Certificate of Designations)
(such shares, the “Investor Shares”), any time after the Issuer having recorded positive net income pursuant to GAAP
in its audited financial statements for any fiscal year the end date of which falls after the fifth (5th) anniversary of the
Closing, the Issuer may deliver a notice to convert all (but not less than all) of the outstanding Investor Shares into shares of Common
Stock if the closing sale price of the Common Stock has been greater than or equal to 200% of the Conversion Price as of such time for
at least twenty (20) trading days (whether or not consecutive) in the thirty (30) consecutive trading day period (including the last trading
day of such period) immediately prior to the date of such notice (“Market Price Condition”), in which case such Investor
Shares must be converted within twelve (12) months.
Solely with respect to shares of Series A Preferred Stock that are
not Investor Shares (such shares, the “Non-Investor Shares”), if the Market Price Condition is satisfied at any time
after the seventh (7th) anniversary of the Closing, then the Issuer may deliver a written notice to each holder (other than
holders of Investor Shares) informing such holder that all, but (not less than all), of such holder’s Series A Preferred Stock will
automatically convert into shares of Common Stock on the date specified by the Issuer.
Pursuant to the provisions described in the preceding two paragraphs,
each share of Series A Preferred Stock then outstanding shall be converted into (A) a number of shares of Common Stock equal to the Liquidation
Preference for such share of Series A Preferred Stock divided by the Conversion Price then in effect plus (B) cash in lieu of fractional
shares as set out in the Certificate of Designations.
The actual conversion date of any shares of Series A Preferred Stock
may be subject to delay in order to satisfy any regulatory approvals that may be necessary in connection therewith, subject to certain
Company repurchase rights with respect to shares of Series A Preferred Stock that are not promptly converted following receipt of applicable
regulatory approvals.
Company Repurchase Option
The Issuer has the option, upon thirty (30) days’ advance notice,
to (A) repurchase all (but not less than all) of the outstanding Investor Shares on or after the second anniversary of the Closing occurring
after the end of the applicable fiscal year for which the Issuer has recorded positive net income, if the Issuer has recorded positive
net income pursuant to GAAP in its audited financial statements for any fiscal year the end date of which falls after the fifth (5th)
anniversary of the Closing and (B) all or any portion of the outstanding Non-Investor Shares any time after the seventh (7th) anniversary
of the Closing. The purchase price of any shares of Series A Preferred Stock repurchased pursuant to this option is equal to the greater
of (A) the Liquidation Preference and (B) the amount per share of Series A Preferred Stock equal to the number of shares of Common Stock
that such holder would have received had such holder converted such share of Series A Preferred Stock into Common Stock multiplied by
the arithmetic average of the volume-weighted average price per share of Common Stock for each of the ten (10) consecutive full trading
days immediately preceding the day of such advance notice.
Fundamental Change Put Right
If the Issuer undergoes a Fundamental Change (as defined in the Certificate
of Designations), each holder of outstanding shares of Series A Preferred Stock will have the option to require the Issuer to purchase
any or all of its shares of Series A Preferred Stock at a purchase price per share of Series A Preferred Stock equal to the Liquidation
Preference of such share of Series A Preferred Stock as of the applicable date (“Fundamental Change Repurchase”).In
lieu of electing a Fundamental Change Repurchase, such holder may elect to convert such shares of Series A Preferred Stock, at 110% of
the then current Conversion Rate. A “Fundamental Change” will occur upon, among other things, (A) any person or group of persons
other than the Reporting Person Parties (as defined in the Certificate of Designations) owning, directly or indirectly, more than 50%
of the total voting power of the Issuer’s voting stock, (B) consummation of any recapitalization, reclassification, share exchange,
consolidation, merger, sale of all or substantially all of the Issuer’s assets or similar transactions, (C) approval by the Company
Stockholders of any liquidation or dissolution of the Issuer, (D) the Common Stock ceasing to be listed on the New York Stock Exchange
or NASDAQ or (E) solely with respect to the Investor Shares, the Issuer entering into certain acquisition or strategic transactions with
a Competitor (as defined in the Certificate of Designations), in each case subject to certain exceptions as set forth in the Certificate
of Designations.
Voting Rights
The holders of shares of Series A Preferred Stock will have no voting
rights except that the vote or consent of the holders of a majority of the shares of Series A Preferred Stock then outstanding is required
with respect to certain actions that would have an adverse effect on the rights, preferences, privileges or voting power of the Series
A Preferred Stock, the creation and issuance of shares of the Issuer’s capital stock that would rank pari passu or senior to the
Series A Preferred Stock and any increase or decrease in the authorized number of shares of Series A Preferred Stock or issuance of shares
of Series A Preferred Stock after the issuance date, subject to certain exceptions. In such cases, the holders of Series A Preferred Stock
will have one vote per share on any matter on which the holders of Series A Preferred Stock are entitled to vote.
Taxes
In light of the Reporting Person being a non-U.S. person, the Issuer
has agreed to certain tax treatment, tax withholding and other matters as specified in the Certificate of Designations.
The foregoing description of the Certificate of Designations does not
purport to be complete and is subject to, and qualified in its entirety by, the full text of the substantially final form of Certificate
of Designations, which is attached as an exhibit to the Investment Agreement and incorporated herein by reference.
Voting Support Agreements
Concurrently with the execution of the Investment Agreement, the Reporting
Person and the Issuer entered into with each of Dr. Jun Pei, the Issuer’s President and Chief Executive Officer and Chairman of
the Board, Dr. Jun Ye, a member of the Board, and Dr. Mark McCord, the Issuer’s Chief Technology Officer (the “Supporting
Stockholders”) Voting Support Agreements in their capacities as stockholders (each, a “Voting Support Agreement”).
Each Voting Support Agreement provides, among other things, to cause the outstanding shares of Common Stock beneficially owned by such
Supporting Stockholder as of the record date for the meeting of the Issuer’s stockholders at which the Requisite Stockholder Approvals
will be sought to, among other things, (a) be present for purposes of establishing a quorum, (b) be voted in favor of any matters necessary
or reasonably requested by the Issuer for consummation of the transactions contemplated by the Investment Agreement, (c) be voted against
any Acquisition Proposal or Acquisition Transaction or any other action that would reasonably be expected to materially impede, interfere
with, delay, postpone or adversely affect any of the transactions contemplated by the Investment Agreement, (d) be subject to a voting
proxy pursuant to which the Reporting Person will be such Supporting Stockholder’s attorney-in-fact and proxy. As of October 26,
2022, the 66,501,137 shares of Common Stock beneficially owned by the Supporting Stockholders and subject to the Voting Support Agreements,
together with the 19,624,741 shares of Common Stock beneficially owned by the Reporting Person, represent approximately 55% of the outstanding
shares of Common Stock entitled to vote at such special meeting. The affirmative vote by all of the Supporting Stockholders,
together with the affirmative vote of the Reporting Person, will constitute the Requisite Stockholder Approvals at the time of the special
meeting and will be sufficient to establish a quorum. Notwithstanding the foregoing, in the event of a Company Board Recommendation Change
prior to the time of the special meeting at which the Requisite Stockholder Approvals will be sought, the number of
shares of Common Stock that will be voted pursuant to the Voting Support
Agreements will be reduced such that, the number of shares of Common Stock beneficially owned by the Supporting Stockholders together
with the number of shares of Common Stock beneficially owned by the Reporting Person will represent, in the aggregate, 25% of the total
number of outstanding shares of Common Stock entitled to vote at such special meeting, which will not be sufficient to establish a quorum
and may or may not be sufficient to constitute the Requisite Stockholder Approvals at the time of the special meeting (if a quorum is
present).
The Voting Support Agreements also include exclusivity provisions that
subject the Supporting Stockholders to restrictions similar to those described above under “Investment Agreement – No Solicitation.”
The foregoing summary of the Voting Support Agreements does not purport
to be complete and is subject to, and is qualified in its entirety by, the full text of the Voting Support Agreements, the form of which
is filed as Exhibit 99.5 to this Statement and incorporated herein by reference.
Investor Loan Agreement
Concurrently with the execution of the Investment Agreement, the Reporting
Person and Cepton Technologies, Inc. (the “Borrower”) entered into a Secured Term Loan Agreement (the “Investor
Loan Agreement”), pursuant to which the Reporting Person agreed to make a loan to the Borrower in the amount of ¥5.8 billion
(the “Loan”), the proceeds of which will be used to repay amounts outstanding under the Trinity Capital Loan and for
working capital and general corporate purposes. The Loan will be advanced upon six business days’ notice from the Borrower, subject
to satisfaction of customary conditions to funding, provided that the Reporting Person’s commitment will expire on the date
that is twelve (12) business days after the date of the Investor Loan Agreement or such other date as agreed to in writing by the Reporting
Person.
At the Borrower’s request, the Reporting Person will convert
all or any portion of the proceeds of the Loan from Yen to Dollars prior to disbursement thereof and transfer the Dollar equivalent of
the Loan proceeds less any applicable foreign exchange costs as directed by the Borrower. Any unexchanged remaining amount will also be
deposited to the Borrower’s account. Amounts repaid or prepaid in respect of the Loan may not be reborrowed.
The Loan will accrue interest at a rate equal to 1.0% per annum and
will be payable at maturity. The Loan will mature on the earlier of three business days after the Closing and the date on which the Investment
Agreement is terminated in accordance with its terms (the “Maturity Date”). The Borrower may elect to prepay all or
any portion of the amounts owed prior to the Maturity Date, together with all accrued and unpaid interest as of the date of such prepayment,
subject to certain notice and minimum denomination requirements.
Pursuant to the Investor Loan Agreement, the Borrower will be required
to enter into a Security Agreement and a Patent Security Agreement, pursuant to which, effective upon the Borrower’s receipt of
the Loan, the obligations of the Borrower under the Investor Loan Agreement will, effective as of the date of the Borrower’s receipt
of the Loan, be secured by substantially all of the personal property of the Borrower, including all patents.
The Investor Loan Agreement contains customary representations and
warranties relating to organization and good standing, corporate power and enforceability, registration as an investment company, consents
required to consummate the Loan, use of proceeds and solvency. The Investor Loan Agreement also contains covenants that will require the
Borrower to conduct its business in the ordinary course, provide notice of certain changes, not take certain actions prohibited by the
Investment Agreement and to ensure that the Loan will not rank subordinate to any other obligations of the Borrower.
The foregoing summary of the Investor Loan Agreement, Security Agreement
and Patent Security Agreement does not purport to be complete and is subject to, and is qualified in its entirety by, the full text of
the Investor Loan Agreement (which includes the Security Agreement and Patent Security Agreement as exhibits), which is filed as Exhibit
99.6 to this Statement and incorporated herein by reference.
Item 5. Interest in Securities of the Issuer
Items
5(a) and (b) of the Initial Statement are hereby amended and replaced with the following:
| (a) | The Reporting Person directly owns 19,624,741 shares of Common Stock, representing approximately 12.5% of the Issuer’s issued
and outstanding shares of Common Stock (based on 156,409,142 shares of Common Stock outstanding as of October 18, 2022, as represented
by the Issuer in the Investment Agreement). In addition, as described in Item 4 of this Statement, as a result of the Voting Support Agreements,
the Reporting Person may be deemed to be the beneficial owner of 66,501,137 shares of Common Stock. Subject to the terms and conditions
of the Voting Support Agreements, and based on the share holdings of the parties to the Voting Support Agreements as of October 27, 2022,
the Reporting Person is entitled to cast a total of 86,125,878, or 55.1%, of the total votes that may be cast by the Issuer’s stockholders
as of such date (based on 156,409,142 shares of Common Stock). |
| (b) | The Reporting Person has the sole power to vote and dispose of 19,624,741 shares of Common Stock. As a result of the Voting Support
Agreements, the Resulting Person could be deemed to have shared power to vote and dispose of 66,501,137 shares of Common Stock that are
subject to the Voting Support Agreements, of which Dr. Jun Pei, the Issuer’s President and Chief Executive Officer and Chairman
of the Board, has the power to vote and dispose of 30,174,923 shares of Common Stock (including 28,950,306 shares of Common Stock owned
by the Pei 2000 Trust of which Dr. Pei is a trustee), Dr. Jun Ye, a member of the Board, has the power to vote and dispose of 25,916,966
shares of Common Stock (including 5,098,470 shares of Common Stock owned by the Lynnelle Lin Ye Irrevocable Trust, the Brion Qi Ye Irrevocable
Trust and the Ye-Wang Family Trust, of which Dr. Ye is a trustee), and Dr. Mark McCord, the Issuer’s Chief Technology Officer, has
the power to vote and dispose of 10,409,248 shares of Common Stock owned by the McCord Trust, of which Dr. McCord is a trustee. |
Item 6. Contracts, Arrangements, Understandings
or Relationships With Respect to Securities of the Issuer
Item
6 of the Initial Statement is hereby amended by incorporating by reference in its entirety the Investment Agreement, the form of Voting
Support Agreement, the Secured Term Loan Agreement and the other matters set forth in Item 4 above.
Item 7. Material to be Filed as Exhibits
Exhibit
No. |
|
Description |
|
|
|
99.4 |
|
Investment Agreement, dated October 27, 2022, by and between the Issuer and the Reporting Person (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of the Issuer filed with the Commission on October 27, 2022). |
99.5 |
|
Form of Voting Support Agreement (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of the Issuer filed with the Commission on October 27, 2022). |
99.6 |
|
Secured Term Loan Agreement, dated October 27, 2022, by and between Cepton Technologies, Inc. and the Reporting Person (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of the Issuer filed with the Commission on October 27, 2022). |
|
|
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Date: October 27, 2022
|
KOITO MANUFACTURING CO., LTD. |
|
|
|
|
|
|
By: |
|
/s/ Hideharu Konagaya |
|
|
Name: |
|
Hideharu Konagaya |
|
|
Title: |
|
Senior Managing Director |
|