As
filed with the Securities and Exchange Commission on March 20, 2023
Registration
No. 333-262668
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM
S-1
ON
FORM S-3
REGISTRATION
STATEMENT
UNDER
THE
SECURITIES ACT OF 1933
CEPTON,
INC.
(Exact
name of registrant as specified in its charter)
Delaware | | 3714 | | 27-2447291 |
(State or other jurisdiction of
incorporation or organization) | | (Primary Standard Industrial
Classification Code Number) | | (I.R.S. Employer
Identification No.) |
399
West Trimble Road
San
Jose, California 95131
(408)
459-7579
(Address,
including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Jun
Pei
Cepton,
Inc.
399
West Trimble Road
San
Jose, California 95131
(408)
459-7579
(Name,
address, including zip code, and telephone number, including area code, of agent for service)
Copies
to:
Paul
Sieben, Esq.
Ryan
Coombs, Esq.
O’Melveny
& Myers LLP
2765
Sand Hill Road
Menlo
Park, California 94025
(415)
984-8700
Approximate
date of commencement of proposed sale to the public: From time to time after this registration statement becomes effective.
If
the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box: ☐
If
any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following
box: ☒
If
this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the earlier effective registration statement for the same
offering. ☐
If
this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If
this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If
this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting
company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,”
“smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer | ☐ | | Accelerated filer | ☐ |
Non-accelerated filer | ☒ | | Smaller reporting company | ☒ |
| | | Emerging growth company | ☒ |
If
an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying
with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐
The
registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the
registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective
in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until this registration statement shall become effective
on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
EXPLANATORY
NOTE
The
original registration statement (the “Existing Registration Statement”) of Cepton, Inc. (“Cepton”)
on Form S-1 (File No. 333-262668), declared effective by the Securities and Exchange Commission (the “SEC”) on May
11, 2022, to which this Registration Statement is Post-Effective Amendment No. 1 (this “Registration Statement”),
covered the issuance and sale of up to (1) 138,431,899 shares of our common stock, (2) 5,175,000 warrants to purchase shares of common
stock and (3) 13,800,000 shares of common stock that are issuable by us upon the exercise of warrants.
This
Registration Statement constitutes Post-Effective Amendment No. 1 to the Existing Registration Statement and is being filed to convert
such registration statement on Form S-1 into a registration statement on Form S-3 because Cepton is now eligible to use Form S-3. This
Registration Statement contains an updated prospectus relating to the offering and sale of the shares of common stock and warrants covered
by the Existing Registration Statement. This Registration Statement amends and restates the information contained in the Existing Registration
Statement (and all amendments and supplements thereto) under the headings contained herein.
All
filing fees payable in connection with the registration of the shares of our common stock and warrants covered by this Registration Statement
were paid by the Registrant at the time of the initial filing of the Existing Registration Statement. No additional securities are registered
hereby.
The
information in this prospectus is not complete and may be changed. We may not sell these securities until the registration statement
filed with the Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not
soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT
TO COMPLETION, DATED MARCH 20, 2023
PRELIMINARY
PROSPECTUS
CEPTON,
INC.
118,776,933 Shares of Common Stock
5,175,000
Warrants to Purchase Shares of Common Stock
13,800,000
Shares of Common Stock Underlying Warrants
This
prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (the “Selling
Securityholders”) of up to 118,776,933 shares of our common stock, par value $0.00001 per share (“common stock”),
5,175,000 warrants to purchase shares of common stock and 5,175,000 shares of common stock that are issuable upon the exercise of the
warrants, consisting of:
| ● | up
to 106,140,968 shares of common stock that were issued as consideration in the Business Combination
(the “Consideration Shares”). The Consideration Shares were acquired by
the Selling Securityholders based on a value of $10.00 per share of common stock, however,
these shares were issued in exchange for shares of Cepton Technologies, Inc. that were acquired
by employees, investors and others through private placements, equity award grants and other
sales at prices that equate to purchase prices of less than $10.00 per share of common stock,
and, in some cases, including equity securities purchased in connection with or following
the founding of Cepton Technologies, Inc., purchase prices of approximately $0.01 per share
of common stock; |
| ● | up
to 4,898,465 shares of common stock subject to vesting and/or exercise of Legacy Cepton equity
awards that were assumed in connection with the Business Combination (the “Option
Shares”). Upon exercise of the applicable Legacy Cepton equity awards, the applicable
Selling Securityholders will acquire the Option Shares at prices ranging from $0.10 to $5.34
per share of common stock; |
| ● | up
to 5,950,000 shares of common stock (the “PIPE Shares”) that were issued
in a private placement pursuant to the terms of the PIPE Subscription Agreements (as defined
below) in connection with the Business Combination. The PIPE Shares were acquired by the
applicable Selling Securityholders at a price of $10.00 per share of common stock; |
| ● | up
to 1,787,500 shares of common stock (the “Founder Shares”) that were issued
upon the conversion of Growth Capital Acquisition Corp., a Delaware corporation (“GCAC”)
Class B common stock, originally issued in private placements, which, pursuant to our amended
and restated certificate of incorporation were automatically converted into shares of common
stock, on a one-for-one basis, on the date of the closing of the Business Combination. The
Founder Shares were acquired at a purchase price equivalent to approximately $0.006 per share
of common stock; |
| ● | up
to 5,175,000 warrants (the “Private Placement Warrants”) that were originally
issued in a private placement at the time of GCAC’s initial public offering on February
2, 2021 (the “GCAC IPO”). The Private Placement Warrants were acquired
at a purchase price of $1.00 per Private Placement Warrant; and |
| ● | 5,175,000
shares of common stock (the “Private Warrant Shares”) issuable upon the
exercise of the Private Placement Warrants. |
This
prospectus also relates to the issuance by us of up to 13,800,000 shares of common stock (the “Warrant Shares”) comprised
of 8,625,000 shares of common stock (the “Public Warrant Shares”) that are issuable by us upon the exercise of the
public warrants sold as part of the units in the GCAC IPO (the “Public Warrants”) and the 5,175,000 Private Warrant
Shares. The Public Warrants and Private Placement Warrants each entitle the holder thereof to purchase one share of our common stock
for $11.50 per share.
We
are registering the offer and sale of these securities to satisfy certain registration rights we have granted. The Selling Securityholders
may offer, sell or distribute all or a portion of the securities hereby registered publicly or through private transactions at prevailing
market prices or at negotiated prices. We will not receive any of the proceeds from such sales of the shares of our common stock or warrants,
except with respect to amounts received by us upon the exercise of the warrants. Because the exercise price of the Public Warrants and
Private Placement Warrants substantially exceeds the current trading price of our common stock, it is unlikely that holders of our warrants
will be able to exercise such warrants in the near future, if at all. As a result, we are unlikely to receive any proceeds from the exercise
of our warrants in the near future, if at all. We will bear all costs, expenses and fees in connection with the registration of these
securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Securityholders will
bear all commissions and discounts, if any, attributable to their sale of shares of our common stock or warrants. See section entitled
“Plan of Distribution” beginning on page 21 of this prospectus.
The number of shares of common
stock that the Selling Securityholders can sell into the public markets pursuant to this prospectus may exceed our public float. As a
result, the resale of shares of our common stock pursuant to this prospectus could have a significant negative impact on the trading price
of our common stock. This impact may be heighted by the fact that, as described above, certain of the Selling Securityholders purchased,
or are able to purchase, shares of our common stock at prices that are well below the current trading price of our common stock. The 132,576,933
shares that may be resold and/or issued into the public markets pursuant to this prospectus represent approximately 76% of the shares
of our common stock outstanding as of March 1, 2023 (after giving effect to the issuance of the Option Shares, Public Warrant Shares and
Private Warrant Shares).
Our common stock and Public Warrants
are listed on the Nasdaq Capital Market under the symbols “CPTN” and “CPTNW,” respectively. As of March 20, 2023,
the closing price of our common stock and warrants was $0.4643 and $0.0816, respectively.
We
are an “emerging growth company” under applicable federal securities laws and will be subject to reduced public company reporting
requirements.
Investing
in our securities involves risks that are described in the “Risk Factors” section beginning on page 4 of this prospectus.
Neither
the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the securities to be issued
under this prospectus or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The
date of this prospectus is , 2023.
TABLE
OF CONTENTS
You
should rely only on the information contained in this prospectus. No one has been authorized to provide you with information that is
different from that contained in this prospectus. This prospectus is dated as of the date set forth on the cover hereof. You should not
assume that the information contained in this prospectus is accurate as of any date other than that date.
For
investors outside the United States: We have not done anything that would permit this offering or possession or distribution of this
prospectus in any jurisdiction where action for that purpose is required, other than in the United States. You are required to inform
yourselves about and to observe any restrictions relating to this offering and the distribution of this prospectus.
INTRODUCTORY
NOTE AND FREQUENTLY USED TERMS
Unless
the context otherwise requires, references in this prospectus to “Cepton,” the “Company,” “us,” “we,”
“our” and any related terms prior to the closing of the Business Combination are intended to mean Cepton Technologies, Inc.,
a Delaware corporation, and after the closing of the Business Combination, Cepton, Inc. and its consolidated subsidiaries.
“Amended
and Restated Charter” means the second amended and restated certificate of incorporation of Cepton, in effect as of the date
of this prospectus, which includes the Certificate of Designations of Series A Convertible Preferred Stock.
“Business
Combination” means the Merger and the other transactions contemplated by the Business Combination Agreement.
“Business
Combination Agreement” means the Business Combination Agreement, dated August 4, 2021, as amended by the Amendment to the Business
Combination Agreement, dated as of January 21, 2022, by and among GCAC, Merger Sub and Cepton.
“Cepton”
or the “Company” means Cepton, Inc., a Delaware corporation.
“Cepton
Board” means the board of directors of Cepton.
“Closing”
means the closing of the Business Combination.
“Closing
Date” means February 10, 2022.
“common
stock” means the common stock, par value $0.00001 per share, of Cepton, Inc.
“DGCL”
means the General Corporation Law of the State of Delaware, as amended.
“Earnout
Shares” means the up to 13,000,000 shares of common stock that may be issued to Legacy Cepton securityholders if certain share
prices of common stock are achieved and other conditions are satisfied.
“Founder
Shares” means GCAC Class B common stock initially purchased by Growth Capital Sponsor LLC (the “Sponsor”),
Nautilus Carriers LLC (“Nautilus”) and HB Strategies LLC (“HB Strategies”) in private placement
transactions prior to the GCAC IPO, and the shares of common stock issued upon the conversion thereof as provided herein.
“GCAC”
means Growth Capital Acquisition Corp., a Delaware corporation, which was renamed “Cepton, Inc.” in connection with the Closing.
“GCAC
Board” means the board of directors of GCAC prior to the Business Combination.
“GCAC
Class A common stock” means the Class A common stock, par value $0.0001, of GCAC.
“GCAC
Class B common stock” means the Class B common stock, par value $0.0001, of GCAC.
“GCAC
IPO” means GCAC’s initial public offering that was consummated by GCAC on February 2, 2021.
“Legacy
Cepton” means Cepton Technologies, Inc., a Delaware corporation, and includes the surviving corporation after the Merger. References
herein to Cepton will include its subsidiaries, including Legacy Cepton, to the extent reasonably applicable
“Merger”
means the merger of Merger Sub with and into Legacy Cepton, with Legacy Cepton continuing as the surviving corporation and as a wholly-owned
subsidiary of GCAC (which changed its name to Cepton, Inc. upon the Closing), in accordance with the terms of the Business Combination
Agreement.
“Merger
Sub” means GCAC Merger Sub Inc., a Delaware corporation.
“PIPE
Subscription Agreements” means those certain subscription agreements, as amended by the Amendment to the PIPE Subscription
Agreement, dated February 3, 2022, by and among GCAC and the investors therein (the “PIPE Investors”), pursuant
to which GCAC agreed to issue and sell to the PIPE Investors, approximately $59.5 million of GCAC Class A common stock immediately
prior to closing of the Merger (the “PIPE Investment”).
“Registration
Rights Agreement” means that certain Amended and Restated Registration Rights Agreement by and among GCAC, the Sponsor, Nautilus,
HB Strategies, Ellenoff Grossman & Schole LLP, Harry Braunstein, Gary Leibler, Evan Breibart and other GCAC shareholders parties
thereto, dated August 4, 2021.
“Units”
means Units issued in the GCAC IPO, including any overallotment securities acquired by GCAC’s underwriters, consisting of one share
of GCAC Class A common stock and one-half of one Public Warrant.
“Warrants”
means any of the Private Placement Warrants and the Public Warrants.
CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS
Certain
statements contained in this prospectus, any accompanying prospectus supplement and the documents incorporated by reference herein and
therein may constitute “forward-looking statements” within the meaning of the “safe harbor” provisions of the
United States Private Securities Litigation Reform Act of 1995. Forward-looking statements may be identified by the use
of words such as “estimate,” “objective,” “plan,” “project,” “forecast,”
“intend,” “will,” “expect,” “anticipate,” “believe,” “seek,”
“target,” “milestone,” “designed to,” “proposed” or other similar expressions that predict
or imply future events or trends or that are not statements of historical matters. In addition, any statements that refer to projections,
forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements.
We caution readers of this prospectus that these forward-looking statements are subject to risks and uncertainties, most of which are
difficult to predict and many of which are beyond our control, that could cause the actual results to differ materially from the expected
results. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial
and performance metrics, projections of market opportunity, future sensor sales numbers and market share, potential benefits and the
commercial attractiveness to our customers of our products and services, the potential success of our marketing and expansion strategies,
and the potential for us to achieve design awards. These statements are based on various assumptions, whether or not identified in this
prospectus, and on the current expectations of our management and are not predictions of actual performance. These forward-looking statements
are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee,
an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible
to predict and will differ from assumptions. These forward-looking statements are subject to a number of risks and uncertainties, including:
| ● | the
conditions affecting the markets in which we operate; |
| ● | the
success of our strategic relationships, including with Koito, which is not exclusive; |
| ● | fluctuations
in sales by our major customers; |
| ● | fluctuations
in capital spending in the automotive and smart infrastructure markets; |
| ● | negative
impact on the global economy and capital markets resulting from macroeconomic conditions,
including inflation and rising interest rates, the effects of the COVID-19 pandemic or other
future public health crises, and the potential impact of geopolitical conflicts, such as
the ongoing conflict in Ukraine; |
| ● | changes
in applicable laws or regulations; |
| ● | the
possibility that our business may be adversely affected by other economic, business, or competitive
factors; |
| ● | the
risk that current trends in the automotive and smart infrastructure markets decelerate or
do not continue; |
| ● | errors
or material differences in our estimates and expectations for our financial performance and
growth, including when we will generate positive cash flow from operations; |
| ● | risks
relating to the uncertainty of projected financial and operating information, including whether
we will be able to achieve our target milestones, our pricing and sales volume targets, and
our proposed production timelines and win the engagements contemplated in our projected pipeline,
and the ability of original equipment manufacturers (“OEMs”) and other
strategic partners to re-source or cancel vehicle or technology programs; |
| ● | risks
related to future market adoption of our offerings; |
| ● | the
final terms of our arrangement with our Tier 1 partner and, in turn, our Tier 1 partner’s
contract with General Motors Company differing from our 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; |
| ● | risks
related to our marketing and growth strategies; |
| ● | the
effects of competition on our future business; |
| ● | our
ability to issue equity or equity-linked securities in the future; |
| ● | our
ability to raise funding on reasonable terms as necessary to develop our products in the
timeframe contemplated by our business plan, and to comply with the terms of any restrictive,
financial or other covenants included in the agreements governing such funding, including
the consent and other rights granted to Koito as part of the CPS investment; |
| ● | our
ability to execute our business plans and strategy; |
| ● | the
outcome of any legal proceedings that may be instituted against us, including any related
to Business Combination; |
| ● | other
risks and uncertainties described in this prospectus, including those under the section entitled
“Risk Factors”; and |
| ● | other
risks and uncertainties described from time to time in any reports we file with the SEC that
are incorporated herein by reference. |
If
any of these risks materialize or any of our assumptions prove incorrect, actual results could differ materially from the results implied
by these forward-looking statements. There may be additional risks that we presently do not know or that we currently believe are immaterial
that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements
reflect our expectations, plans or forecasts of future events and views as of the date of this prospectus. We anticipate that subsequent
events and developments will cause our assessments to change. However, while we may elect to update these forward-looking statements
at some point in the future, we specifically disclaim any obligation to do so. These forward-looking statements should not be relied
upon as representing our assessment as of any date subsequent to the date of this prospectus. Accordingly, undue reliance should not
be placed upon the forward-looking statements. Actual results, performance or achievements may, and are likely to, differ materially,
and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements
were based. There can be no assurance that the data contained herein is reflective of future performance to any degree. Forward-looking
statements speak only as of the date made and, other than as required by law, we undertake no obligation to publicly update or revise
any forward-looking statements, whether as a result of new information, future events or otherwise. You are cautioned not to place undue
reliance on forward-looking statements as a predictor of future performance as projected financial information and other information
are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many
of which are beyond our control.
SUMMARY
OF THE PROSPECTUS
This
summary highlights selected information from this prospectus and does not contain all of the information that is important to you in
making an investment decision. This summary is qualified in its entirety by the more detailed information included or incorporated by
reference in this prospectus. Before making your investment decision with respect to our securities, you should carefully read this entire
prospectus, including the information under “Risk Factors,” “Management’s Discussion and Analysis of Financial
Condition and Results of Operations,” and the financial statements included or incorporated by reference in this prospectus.
The
Company
Founded
in 2016 by Chief Executive Officer, Dr. Jun Pei and Chair of Technology Advisory Board and Former Chief Technology Officer, Dr. Mark
McCord. Cepton is focused on the deployment of high performance, mass-market light detection and ranging
(“lidar”) technologies to deliver safety and autonomy across the automotive and smart infrastructure markets. We
offer near-range lidars, long-range lidars and ultra-long-range lidars, automotive software and smart lidar systems that include our
perception software. Our solutions include industrial and automotive grade lidars. For mass market automotive advanced driver
assistance systems (“ADAS”) applications, we also sell components and license technologies to Tier 1 suppliers to
enable them to manufacture lidars in high volume and sell to OEM customers. By adopting our solutions, our customers can enable
safety and autonomy applications across a broad range of end-markets including our primary market, ADAS in consumer and commercial
vehicles, which we believe represents not just the largest market opportunity for lidar applications over the next decade, but also
the market with the best potential for near term mass-market commercialization. Cepton is headquartered in San Jose, California,
with a presence in North America, Europe, Japan, India and China, to serve a fast-growing global customer
base.
Corporate
Information
Cepton
was founded and incorporated as a Delaware corporation in 2016. Cepton’s principal executive offices are located at 399 West Trimble
Rd, San Jose, CA 95131, and its telephone number is (408) 459-7579. Cepton’s website address is www.cepton.com. Information
contained on or accessible through Cepton’s website is not a part of this prospectus, and the inclusion of Cepton’s website
address in this prospectus is an inactive textual reference only.
Emerging
Growth Company
We
are an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business
Startups Act of 2012 (the “JOBS Act”). As such, we are eligible to take advantage of certain exemptions from various
reporting requirements that are applicable to other public companies that are not “emerging growth companies” including,
but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act of
2002 (the “Sarbanes-Oxley Act”), reduced disclosure obligations regarding executive compensation in our periodic reports
and proxy statements, and exemptions from the requirements of holding a non-binding advisory vote on executive compensation and stockholder
approval of any golden parachute payments not previously approved. If some investors find our securities less attractive as a result,
there may be a less active trading market for our securities and the prices of our securities may be more volatile.
We
will remain an emerging growth company until the earlier of: (1) the last day of the fiscal year (a) ending December 31, 2026, (b) in
which we have total annual gross revenue of at least $1.235 billion, or (c) in which we are deemed to be a large accelerated filer, which
means the market value of our common stock that is held by non-affiliates exceeds $700 million as of the end of the prior fiscal year’s
second fiscal quarter; and (2) the date on which we have issued more than $1.0 billion in non-convertible debt during the prior three-year
period. References herein to “emerging growth company” shall have the meaning associated with it in the JOBS Act.
Smaller
Reporting Company
Additionally,
we are a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take
advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements.
We will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of our common stock held
by non-affiliates exceeds $250 million as of the prior June 30, or (ii) our annual revenues exceeded $100 million during such completed
fiscal year and the market value of our common stock held by non-affiliates exceeds $700 million as of the prior June 30.
THE
OFFERING
Issuer |
|
Cepton,
Inc. |
|
|
|
Resale
of common stock |
|
|
|
|
|
Securities
offered by the Selling Securityholders: |
|
We
are registering the resale by the Selling Securityholders named in this prospectus, or their permitted transferees, of an aggregate of
118,776,933 shares of common stock, 5,175,000 warrants to purchase shares of common stock and 5,175,000 shares of common stock issuable
upon exercise of warrants, which includes up to:
● 106,140,968
Consideration Shares;
● 4,898,465
Option Shares;
● 5,950,000
PIPE Shares;
● 1,787,500
Founder Shares;
● 5,175,000
Private Placement Warrants; and
● 5,175,000
shares of common stock issuable upon exercise of the Private Placement Warrants. |
|
|
|
Use
of proceeds: |
|
We
will not receive any of the proceeds from the sale of the common stock or warrants by the Selling Securityholders. See “Use
of Proceeds” for additional information. |
|
|
|
Issuance
of common stock |
|
|
|
|
|
Shares
of common stock offered by us: |
|
8,625,000
shares of common stock issuable upon exercise of the Public Warrants and 5,175,000 shares of common stock issuable upon exercise of the
Private Placement Warrants. |
|
|
|
Common
stock issued and outstanding immediately after this offering: |
|
156,761,170
shares of common stock prior to the exercise of the Private Placement Warrants and Public Warrants; and
170,561,170
shares of common stock assuming the issuance of 13,800,000 shares of common stock upon the exercise of the Private Placement Warrants
and the Public Warrants. |
|
|
|
Use
of proceeds: |
|
We
will receive up to an aggregate of approximately $158.7 million from the exercise of the Public Warrants and the Private Placement Warrants,
assuming the exercise in full of all of the Public Warrants and Private Placement Warrants for cash. We expect to use the net proceeds,
if any, from the exercise of the Warrants for working capital and general corporate purposes. Because the exercise price of the Public
Warrants and Private Placement Warrants substantially exceeds the current trading price of our common stock, we are unlikely to receive
any proceeds from the exercise of our warrants in the near future, if at all. See “Use of Proceeds” for additional
information. |
|
|
|
Nasdaq
ticker symbols: |
|
Our
common stock and Public Warrants are currently listed on Nasdaq under the symbol “CPTN” and “CPTNW,” respectively. |
|
|
|
Risk
factors: |
|
Any
investment in the securities offered hereby is speculative and involves a high degree of risk. You should carefully consider the information
set forth under “Risk Factors” and elsewhere in this prospectus.
The resale of shares of our common stock pursuant
to this prospectus could have a significant negative impact on the trading price of our common stock. This impact may be heighted by
the fact that certain of the Selling Securityholders purchased, or are able to purchase, shares of our common stock at prices that are
well below the current trading price of our common stock. |
Unless
we specifically state otherwise or the context otherwise requires, the number of shares of our common stock that will be outstanding
after this offering is based on 156,761,170 shares of our common stock outstanding as of March 1, 2023, and excludes:
| ● | 15,123,142
shares reserved under the Cepton, Inc. 2022 Equity Incentive Plan (the “2022 Plan”); |
| ● | 3,080,960
shares reserved under the Cepton, Inc. Employee Stock Purchase Plan (the “ESPP”); |
| ● | 13,000,000
Earnout Shares; |
| ● | 13,800,000
Warrant Shares; |
| ● | the
shares of common stock issuable upon conversion of our Series A Convertible Preferred Stock
(the “Series A Preferred Stock”), which were not outstanding as of December
31, 2022 and which are not convertible into shares of common stock until January 19, 2024; |
| ● | 22,514,380
shares underlying outstanding options (includes unissued Option Shares), restricted stock
units (“RSUs”) and performance stock units (“PSUs”); |
| ● | any
shares of common stock issuable pursuant to the preemptive rights granted to Koito Manufacturing
Co., Ltd. pursuant to the Investor Rights Agreements, dated as of January 19, 2023; and |
| ● | the
13,357,495 additional shares which may be issued to Lincoln Park Capital Fund, LLC (“Lincoln
Park”) pursuant to the Purchase Agreement, dated as of November 24, 2021 (the “Purchase
Agreement”), by and among us and Lincoln Park. |
RISK
FACTORS
Before
investing in our securities, you should carefully consider the risk factors incorporated by reference into this prospectus, including
our Annual Report on Form 10-K for the year ended December 31, 2022 filed with the Securities and Exchange Commission and any reports
we file with the SEC after the date of this prospectus that are incorporated herein by reference, as well as the risk factors and other
information contained in any applicable prospectus supplement and any applicable free writing prospectus we file with the SEC. These
risk factors are not exhaustive, and investors are encouraged to perform their own investigation with respect to our business, financial
condition and prospects. We may face additional risks and uncertainties that are not presently known to us, or that we currently deem
immaterial, which may also impair our business or financial condition. The market price of our securities could decline if one or more
of these risks or uncertainties actually occur, causing you to lose all or part of your investment in our securities. See “Where
You Can Find More Information” and “Incorporation by Reference” elsewhere in this prospectus.
USE
OF PROCEEDS
All
of the common stock and the Private Warrants offered by the Selling Securityholders pursuant to this prospectus will be sold by the Selling
Securityholders for their respective accounts. We will not receive any of the proceeds from these sales.
We
will receive up to an aggregate of approximately $158.7 million from the exercise of the Public Warrants and the Private Placement Warrants,
assuming the exercise in full of all of the Public Warrants for cash. We expect to use the net proceeds, if any, from the exercise of
the Public Warrants and the Private Placement Warrants for working capital and general corporate purposes. Because the exercise price
of the Public Warrants and Private Placement Warrants substantially exceeds the current trading price of our common stock, it is unlikely
that holders of our warrants will be able to exercise such warrants in the near future, if at all. As a result, we are unlikely to receive
any proceeds from the exercise of our warrants in the near future, if at all. We will have broad discretion over the use of proceeds
from the exercise of the Public Warrants and the Private Placement Warrants. There is no assurance that the holders of the Public Warrants
and the Private Placement Warrants will elect to exercise any or all of such Public Warrants and Private Placement Warrants, and there
may be no economic incentive for such holders to exercise unless and until the trading price of our common stock exceeds $11.50 per share.
To the extent that the Public Warrants or the Private Placement Warrants are exercised on a “cashless basis,” the amount
of cash we would receive from the exercise of the Public Warrants or the Private Placement Warrants will decrease.
In
considering our capital requirements and sources of liquidity, we have not relied on the receipt of proceeds from the exercise of the
Public Warrants or Private Placement Warrants.
DESCRIPTION
OF SECURITIES
The
following summary of the material terms of the Company’s securities is not intended to be a complete summary of the rights and
preferences of such securities. You are encouraged to read the applicable provisions of the DGCL, the Amended and Restated Charter and
Bylaws in their entirety for a complete description of the rights and preferences of the Company’s securities.
Pursuant
to the Amended and Restated Charter, our authorized capital stock consists of 355,000,000 shares of common stock, $0.00001 par value,
and 5,000,000 shares of undesignated preferred stock, $0.00001 par value. The following description summarizes the material terms of
our capital stock. Because it is only a summary, it may not contain all information that is important to you.
Common
Stock
As
of March 1, 2023, Cepton has a total of 156,761,170 shares of common stock issued and outstanding.
Common
stockholders of record are entitled to one vote for each share held on all matters to be voted on by stockholders. Unless specified in
the Amended and Restated Charter or the Bylaws, or as required by applicable provisions of the DGCL or applicable stock exchange rules,
the affirmative vote of a majority of shares of the common stock that are voted is required to approve any such matter voted on by our
stockholders.
The Cepton Board consists of
seven members. In accordance with the Amended and Restated Charter, the Cepton Board is divided into three classes of directors, with
(a) one class of directors, the Class A Directors, initially serving until Cepton’s 2023 annual meeting of stockholders (but any
subsequent Class A Directors serving a three (3)-year term), (b) a second class of directors, the Class B Directors, initially serving
until Cepton’s 2024 annual meeting of stockholders (but any subsequent Class B Directors serving a three (3)-year term), and (c)
a third class of directors, the Class C Directors, serving until Cepton’s 2025 annual meeting of stockholders (and any subsequent
Class C Directors serving a three (3) year term). Directors will not be able to be removed during their term except for cause and only
by the affirmative vote of the holders of at least sixty-six and two-thirds percent (66 2/3%) of the total voting power of the outstanding
shares of capital stock entitled to vote in the election of directors, voting together as a single class. There is no cumulative voting
with respect to the election of directors, with the result that the holders of more than 50% of the shares voted for the election of directors
can elect all of the directors. Our stockholders are entitled to receive ratable dividends when, as and if declared by the board of directors
out of funds legally available therefor.
Notwithstanding
anything to the contrary in the foregoing, the rights and preferences of the common stockholders are subject to the rights and preferences
of the preferred stock.
Preferred
Stock
The
Amended and Restated Charter provides that shares of preferred stock may be issued from time to time in one or more series. Our board
of directors will be authorized to fix the voting rights, if any, designations, powers, preferences, the relative, participating, optional
or other special rights and any qualifications, limitations and restrictions thereof, applicable to the shares of each series. Our board
of directors will be able to, without stockholder approval, issue preferred stock with voting and other rights that could adversely affect
the voting power and other rights of the holders of the common stock and could have anti-takeover effects. The ability of our board of
directors to issue preferred stock without stockholder approval could have the effect of delaying, deferring or preventing a change of
control of us or the removal of existing management. As of the date hereof, we have 100,000 shares of Series A Preferred Stock outstanding.
The holders of the Series A Preferred Stock are entitled to certain rights and preferences, including preferential dividend rights, conversion
rights (and anti-dilution adjustments) and put rights pursuant to the Company’s Certificate of Designations of Series A Convertible
Preferred Stock (the “Certificate of Designations”). In connection with the issuance of the Series A Preferred Stock,
we entered into the Investor Rights Agreement (the “Investor Rights Agreement”) with Koito Manufacturing Co., Ltd.
(“Koito”), pursuant to which we granted Koito certain rights, including Cepton Board rights, consent rights, preemptive
rights and registration rights. You are encouraged to read the Certificate of Designations and Investor Rights Agreement in their entirety.
We do not currently intend to issue any additional shares of preferred stock, but we cannot assure you that we will not do so in the
future.
Warrants
Public
Warrants
Each
Public Warrant entitles the registered holder to purchase one share of common stock at a price of $11.50 per share, subject to adjustment
as discussed below. The Public Warrants will expire February 10, 2027, at 5:00 p.m., New York City time, or earlier upon redemption or
liquidation.
We
will not be obligated to deliver any shares of common stock pursuant to the exercise of a Public Warrant and will have no obligation
to settle such warrant exercise unless a registration statement under the Securities Act with respect to the shares of common stock underlying
the warrants is then effective and a prospectus relating thereto is current, subject to our satisfying our obligations described below
with respect to registration. No warrant will be exercisable and we will not be obligated to issue shares of common stock upon exercise
of a warrant unless the common stock issuable upon such warrant exercise has been registered, qualified or deemed to be exempt under
the securities laws of the state of residence of the registered holder of the warrants. In the event that the conditions in the two immediately
preceding sentences are not satisfied with respect to a Public Warrant, the holder of such warrant will not be entitled to exercise such
warrant and such warrant may have no value and expire worthless. In no event will we be required to net cash settle any warrant.
We
filed with the SEC a registration statement covering the shares of our common stock issuable upon exercise of the Public Warrants, and
we agreed to maintain a current prospectus relating to those shares of common stock until the warrants expire or are redeemed, as specified
in the warrant agreement. The registration statement of which this prospectus is a part is intended to fulfill our obligation under the
foregoing agreement. Warrantholders may, during any period when we shall have failed to maintain an effective registration statement,
exercise warrants on a cashless basis pursuant to the exemption provided by Section 3(a)(9) of the Securities Act, provided that such
exemption is available. If that exemption, or another exemption, is not available, holders will not be able to exercise their warrants
on a cashless basis.
Once
the Public Warrants become exercisable, we may call the warrants for redemption:
| ● | in
whole and not in part; |
| ● | at
a price of $0.01 per warrant; |
| ● | upon
not less than 30 days’ prior written notice of redemption to each warrantholder; and |
| ● | if,
and only if, the reported last sale price of the common stock equals or exceeds $18.00 per
share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations
and the like) for any 20 trading days within a 30-trading day period ending three business
days before we send the notice of redemption to the warrantholders. |
As
of the date of this prospectus, the sales price of our common stock did not exceed the threshold that would allow Cepton to redeem the
Public Warrants.
If
and when the Public Warrants become redeemable by us, we may not exercise our redemption right if the issuance of shares of common stock
upon exercise of the warrants is not exempt from registration or qualification under applicable state blue sky laws or we are unable
to effect such registration or qualification.
We
have established the last of the redemption criteria discussed above to prevent a redemption call unless there is at the time of the
call a significant premium to the warrant exercise price. If the foregoing conditions are satisfied and we issue a notice of redemption
of the Public Warrants, each warrantholder will be entitled to exercise its warrant prior to the scheduled redemption date. However,
the price of the common stock may fall below the $18.00 redemption trigger price (as adjusted for stock splits, stock dividends, reorganizations,
recapitalizations and the like) as well as the $11.50 warrant exercise price after the redemption notice is issued.
If
we call the Public Warrants for redemption as described above, our management will have the option to require any holder that wishes
to exercise its warrant to do so on a “cashless basis.” In determining whether to require all holders to exercise their warrants
on a “cashless basis,” our management will consider, among other factors, our cash position, the number of warrants that
are outstanding and the dilutive effect on our stockholders of issuing the maximum number of shares of our common stock issuable upon
the exercise of our warrants. If our management takes advantage of this option, all holders of Public Warrants would pay the exercise
price by surrendering their warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product
of the number of shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants
and the “fair market value” (defined below) by (y) the fair market value. The “fair market value” shall mean
the average reported last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on
which the notice of redemption is sent to the holders of warrants. If our management takes advantage of this option, the notice of redemption
will contain the information necessary to calculate the number of shares of our common stock to be received upon exercise of the Public
Warrants, including the “fair market value” in such case. Requiring a cashless exercise in this manner will reduce the number
of shares to be issued and thereby lessen the dilutive effect of a warrant redemption. We believe this feature is an attractive option
to us if we do not need the cash from the exercise of the warrants after the Closing. If we call our Public Warrants for redemption and
our management does not take advantage of this option, our Sponsor and its permitted transferees would still be entitled to exercise
their Private Placement Warrants for cash or on a cashless basis using the same formula described above that other warrantholders would
have been required to use had all warrantholders been required to exercise their warrants on a cashless basis, as described in more detail
below.
A
holder of a Public Warrant may notify us in writing in the event it elects to be subject to a requirement that such holder will not have
the right to exercise such warrant, to the extent that after giving effect to such exercise, such person (together with such person’s
affiliates), to the warrant agent’s actual knowledge, would beneficially own in excess of 4.9% or 9.8% (or such other amount as
a holder may specify) of the shares of our common stock outstanding immediately after giving effect to such exercise.
If
the number of outstanding shares of common stock is increased by a stock dividend payable in shares of common stock, or by a split-up
of shares of common stock or other similar event, then, on the effective date of such stock dividend, split-up or similar event, the
number of shares of common stock issuable on exercise of each Public Warrant will be increased in proportion to such increase in the
outstanding shares of common stock. A rights offering to holders of common stock entitling holders to purchase shares of common stock
at a price less than the fair market value will be deemed a stock dividend of a number of shares of common stock equal to the product
of (i) the number of shares of common stock actually sold in such rights offering (or issuable under any other equity securities sold
in such rights offering that are convertible into or exercisable for common stock) and (ii) one (1) minus the quotient of (x) the price
per share of common stock paid in such rights offering divided by (y) the fair market value. For these purposes (i) if the rights offering
is for securities convertible into or exercisable for common stock, in determining the price payable for common stock, there will be
taken into account any consideration received for such rights, as well as any additional amount payable upon exercise or conversion and
(ii) fair market value means the volume weighted average price of common stock as reported during the ten (10) trading day period ending
on the trading day prior to the first date on which the shares of common stock trade on the applicable exchange or in the applicable
market, regular way, without the right to receive such rights.
In
addition, if we, at any time while the Public Warrants are outstanding and unexpired, pay a dividend or make a distribution in cash,
securities or other assets to the holders of our common stock on account of such shares of common stock (or other shares of our capital
stock into which the warrants are convertible), other than (a) as described above, or (b) certain ordinary cash dividends, then the warrant
exercise price will be decreased, effective immediately after the effective date of such event, by the amount of cash and/or the fair
market value of any securities or other assets paid on each share of common stock in respect of such event.
If
the number of outstanding shares of our common stock is decreased by a consolidation, combination, reverse stock split or reclassification
of shares of common stock or other similar event, then, on the effective date of such consolidation, combination, reverse stock split,
reclassification or similar event, the number of shares of common stock issuable on exercise of each Public Warrant will be decreased
in proportion to such decrease in outstanding shares of common stock.
Whenever
the number of shares of our common stock purchasable upon the exercise of the Public Warrants is adjusted, as described above, the warrant
exercise price will be adjusted by multiplying the warrant exercise price immediately prior to such adjustment by a fraction (x) the
numerator of which will be the number of shares of common stock purchasable upon the exercise of the warrants immediately prior to such
adjustment, and (y) the denominator of which will be the number of shares of common stock so purchasable immediately thereafter.
In
case of any reclassification or reorganization of the outstanding shares of our common stock (other than those described above or that
solely affects the par value of such shares of common stock), or in the case of any merger or consolidation of us with or into another
corporation (other than a consolidation or merger in which we are the continuing corporation and that does not result in any reclassification
or reorganization of our outstanding shares of common stock), or in the case of any sale or conveyance to another corporation or entity
of the assets or other property of us as an entirety or substantially as an entirety in connection with which we are dissolved, the holders
of the Public Warrants will thereafter have the right to purchase and receive, upon the basis and upon the terms and conditions specified
in the warrants and in lieu of the shares of our common stock immediately theretofore purchasable and receivable upon the exercise of
the rights represented thereby, the kind and amount of shares of stock or other securities or property (including cash) receivable upon
such reclassification, reorganization, merger or consolidation, or upon a dissolution following any such sale or transfer, that the holder
of the warrants would have received if such holder had exercised their warrants immediately prior to such event. If less than 70% of
the consideration receivable by the holders of our common stock in such a transaction is payable in the form of common stock in the successor
entity that is listed for trading on a national securities exchange or is quoted in an established over-the-counter market, or is to
be so listed for trading or quoted immediately following such event, and if the registered holder of the warrant properly exercises the
warrant within thirty days following public disclosure of such transaction, the warrant exercise price will be reduced as specified in
the warrant agreement based on the Black-Scholes value (as defined in the warrant agreement) of the warrant. The purpose of such exercise
price reduction is to provide additional value to holders of the warrants when an extraordinary transaction occurs during the exercise
period of the warrants pursuant to which the holders of the warrants otherwise do not receive the full potential value of the warrants
in order to determine and realize the option value component of the warrant. This formula is to compensate the warrantholder for the
loss of the option value portion of the warrant due to the requirement that the warrantholder exercise the warrant within 30 days of
the event. The Black-Scholes model is an accepted pricing model for estimating fair market value where no quoted market price for an
instrument is available.
The
Public Warrants and the Private Placement Warrants were issued in registered form under a warrant agreement between Continental Stock
Transfer & Trust Company, as warrant agent, and GCAC. You should review a copy of the warrant agreement, which has been publicly
filed with the SEC and which you can find in the list of exhibits to the registration statement of which this prospectus is a part, for
a complete description of the terms and conditions applicable to the warrants. The warrant agreement provides that the terms of the warrants
may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval
by the holders of at least 65% of the then outstanding Public Warrants to make any change that adversely affects the interests of the
registered holders of Public Warrants.
The
Public Warrants may be exercised upon surrender of the warrant certificate on or prior to the expiration date at the offices of the warrant
agent, with the exercise form on the reverse side of the warrant certificate completed and executed as indicated, accompanied by full
payment of the exercise price (or on a cashless basis, if applicable), by certified or official bank check payable to us, for the number
of warrants being exercised. The warrantholders do not have the rights or privileges of holders of our common stock and any voting rights
until they exercise their warrants and receive shares of common stock. After the issuance of shares of common stock upon exercise of
the warrants, each holder will be entitled to one (1) vote for each share held of record on all matters to be voted on by stockholders.
No
fractional shares will be issued upon exercise of the Public Warrants. If, upon exercise of the warrants, a holder would be entitled
to receive a fractional interest in a share, we will, upon exercise, round down to the nearest whole number of shares of common stock
to be issued to the warrantholder.
Private
Placement Warrants
Except
as described below, the Private Placement Warrants have terms and provisions that are identical to those of the Public Warrants, including
as to exercise price, exercisability and exercise period. The Private Placement Warrants will not be redeemable by us so long as they
are held by Sponsor or its permitted transferees. Sponsor, or its permitted transferees, has the option to exercise the Private Placement
Warrants on a cashless basis. If the Private Placement Warrants are held by holders other than Sponsor or its permitted transferees,
the Private Placement Warrants will be subject to the same terms and conditions as the Public Warrants, and among other matters, be redeemable
by us and exercisable by the holders on the same basis as the Public Warrants.
If
holders of the Private Placement Warrants elect to exercise them on a cashless basis, they would pay the exercise price by surrendering
their warrants for that number of shares of common stock equal to the quotient obtained by dividing (x) the product of the number of
shares of common stock underlying the warrants, multiplied by the difference between the exercise price of the warrants and the “fair
market value” (defined below) by (y) the fair market value. The “fair market value” shall mean the average reported
last sale price of the common stock for the 10 trading days ending on the third trading day prior to the date on which the notice of
warrant exercise is sent to the warrant agent.
Dividends
We
have not paid any cash dividends on our common stock to date. The payment of cash dividends is dependent upon our revenues and earnings,
if any, capital requirements and general financial conditions. The payment of any cash dividends is within the discretion of our board
of directors at such time and may be subject to Koito’s consent under the Investor Rights Agreement. Further, with the incurrence
of indebtedness, our ability to declare dividends may be limited by restrictive covenants we may agree to in connection therewith.
Our
Transfer Agent and Warrant Agent
The
transfer agent for our common stock and warrant agent for our warrants is Continental Stock Transfer & Trust Company. We have agreed
to indemnify Continental Stock Transfer & Trust Company in its roles as transfer agent and warrant agent, its agents and each of
its stockholders, directors, officers and employees against all claims and losses that may arise out of acts performed or omitted for
its activities in that capacity, except for any liability due to any gross negligence, willful misconduct or bad faith of the indemnified
person or entity.
Certain
Anti-Takeover Provisions of Delaware Law and the Amended and Restated Charter and the Bylaws
We
are subject to the provisions of Section 203 of the DGCL regulating corporate takeovers. This statute prevents certain Delaware corporations,
under certain circumstances, from engaging in a “business combination” with:
| ● | a
stockholder who owns 15% or more of our outstanding voting stock (otherwise known as an “interested
stockholder”); |
| ● | an
affiliate of an interested stockholder; or |
| ● | an
associate of an interested stockholder, for three years following the date that the stockholder
became an interested stockholder. |
A
“business combination” includes a merger or sale of our assets with a market value of 10% or more of our aggregate market
value of all of our assets or of all of our outstanding stock. However, the above provisions of Section 203 do not apply if:
| ● | the
Cepton Board approves the transaction that made the stockholder an “interested stockholder,”
prior to the date of the transaction; |
| ● | after
the completion of the transaction that resulted in the stockholder becoming an interested
stockholder, that stockholder owned at least 85% of our voting stock outstanding at the time
the transaction commenced, other than statutorily excluded shares of common stock; or |
| ● | on
or subsequent to the date of the transaction, the initial business combination is approved
by the Cepton Board and authorized at a meeting of our stockholders, and not by written consent,
by an affirmative vote of at least two-thirds of the outstanding voting stock not owned by
the interested stockholder. |
Under
certain circumstances, Section 203 of the DGCL will make it more difficult for a person who would be an “interested stockholder”
to effect various business combinations with us for a three-year period. This provision may encourage companies interested in acquiring
us to negotiate in advance with the Cepton Board because the stockholder approval requirement would be avoided if the Cepton Board approves
either the business combination or the transaction which results in the stockholder becoming an interested stockholder. Section 203 of
the DGCL also may have the effect of preventing changes in the Cepton Board and may make it more difficult to accomplish transactions
which stockholders may otherwise deem to be in their best interests.
The
Amended and Restated Charter provides that the Cepton Board is classified into three classes of directors. As a result, in most circumstances,
a person can gain control of the Cepton Board only by successfully engaging in a proxy contest at two or more annual meetings.
Authorized
but Unissued Shares
Our
authorized but unissued common stock and preferred stock are available for future issuances without stockholder approval (including a
specified future issuance) and could be utilized for a variety of corporate purposes, including future offerings to raise additional
capital, acquisitions and employee benefit plans. The existence of authorized but unissued and unreserved common stock and preferred
stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger
or otherwise.
Exclusive
forum for certain lawsuits
The
Amended and Restated Charter requires, to the fullest extent permitted by law, that derivative actions brought in our name, actions against
any current or former directors, officers, employees, or stockholders for breach of fiduciary duty and other similar actions may be brought
only in the Court of Chancery in the State of Delaware or if such court does not have subject matter jurisdiction, the federal district
court of the State of Delaware. The Amended and Restated Charter also requires, to the fullest extent permitted by applicable law, the
federal district courts of the United States to be the exclusive forum for the resolution of any complaint asserting a cause of action
under the Securities Act and the Exchange Act. Although we believe these provisions benefit us by providing increased consistency in
the application of Delaware law in the types of lawsuits to which it applies, a court may determine that these provisions are unenforceable,
and to the extent they are enforceable, the provisions may have the effect of discouraging lawsuits against our directors and officers,
although the our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations
thereunder.
Special
meeting of stockholders
The
Bylaws provide that special meetings of our stockholders may be called only by a resolution adopted by the Cepton Board.
Advance
notice requirements for stockholder proposals and director nominations
The
Bylaws provide that stockholders seeking to bring business before our annual meeting of stockholders, or to nominate candidates for election
as directors at our annual meeting of stockholders, must provide timely notice of their intent in writing. To be timely, a stockholder’s
notice will need to be received by the company secretary at our principal executive offices not later than the close of business on the
90th day nor earlier than the opening of business on the 120th day prior to the anniversary date of the immediately preceding annual
meeting of stockholders. Pursuant to Rule 14A-8 of the Exchange Act, proposals seeking inclusion in our annual proxy statement must comply
with the notice periods contained therein. The Bylaws also specify certain requirements as to the form and content of a stockholders’
meeting. These provisions may preclude our stockholders from bringing matters before our annual meeting of stockholders or from making
nominations for directors at our annual meeting of stockholders.
Action
by written consent
Any
action required or permitted to be taken at any annual and special meeting of stockholders may be taken only upon the vote of stockholders
at an annual or special meeting duly noticed and called in accordance of the DGCL and may not be taken by written consent of the stockholders
without a meeting.
Classified
Board of Directors
The
Cepton Board is divided into three classes, Class A, Class B and Class C, with members of each class serving staggered three-year terms.
As a result, in most circumstances, a person can gain control of the Cepton Board only by successfully engaging in a proxy contest at
two or more annual meetings. The Amended and Restated Charter and the Bylaws provide that the authorized number of directors may be changed
only by resolution of the board of directors. Subject to the terms of any preferred stock, any or all of the directors may be removed
from office at any time, but only for cause and only by the affirmative vote of holders of at least sixty-six and two-thirds percent
(66 2/3%) of the voting power of all then outstanding shares of our capital stock entitled to vote generally in the election of directors,
voting together as a single class. Any vacancy on the Cepton Board, including a vacancy resulting from an enlargement of the Cepton Board,
may be filled only by vote of a majority of our directors then in office.
Series
A Preferred Stock
So
long as our Series A Preferred Stock is outstanding, the rights and preferences of the Series A Preferred Stock, including the “fundamental
change repurchase” rights, may make it more difficult or discourage an attempt to obtain control of us or to accomplish a transaction
which stockholders may otherwise deem to be in their best interests. Pursuant to the Investor Rights Agreement, even if the Series A
Preferred Stock ceases to be outstanding, Koito may continue to be entitled to rights that may make it more difficult or discourage an
attempt to obtain control of us or to accomplish a transaction which stockholders may otherwise deem to be in their best interests.
Listing
of Securities
Our
common stock and Public Warrants are currently listed on Nasdaq under the symbol “CPTN” and “CPTNW,” respectively.
SELLING SECURITYHOLDERS
We are registering the offer
and sale of these securities to satisfy certain registration rights we have granted to the Selling Securityholders pursuant to the terms
of the Registration Rights Agreement, the PIPE Subscription Agreements, the Private Placement Warrants and the Public Warrants. The Selling
Securityholders may offer and sell, from time to time, any or all of the shares of common stock or Private Placement Warrants being offered
for resale by this prospectus, which consists of up to:
| ● | 106,140,968 Consideration Shares; |
| ● | 4,898,465 Option Shares; |
| ● | 1,787,500 Founder Shares; |
| ● | 5,175,000 Private Placement Warrants; and |
| ● | 5,175,000 shares of common stock issuable upon exercise of the Private Placement Warrants. |
The Selling Securityholders
may from time to time offer and sell any or all of the shares of common stock or Private Placement Warrants set forth below pursuant to
this prospectus. In this prospectus, the term “Selling Securityholders” includes (i) the entities identified in the table
below (as such table may be amended from time to time by means of an amendment to the registration statement of which this prospectus
forms a part or by a supplement to this prospectus) and (ii) any donees, pledgees, transferees or other successors-in-interest that acquire
any of the securities covered by this prospectus after the date of this prospectus from the named Selling Securityholders as a gift, pledge,
partnership distribution or other non-sale related transfer.
The following tables provide,
as of the date of this prospectus, information regarding the beneficial ownership of our common stock and Private Placement Warrants of
each Selling Securityholder, the number of shares of common stock and number of Private Placement Warrants that may be sold by each Selling
Securityholder under this prospectus and that each Selling Securityholder will beneficially own after this offering. The immediately following
table also sets forth the percentage of common stock beneficially owned by a Selling Securityholder after giving effect to the sale by
the Selling Securityholder of all Offered Securities, based on 156,761,170 shares of common stock outstanding as of March 1, 2023.
For purposes of the table
below, we have assumed that (i) no holders of Public Warrants exercise any of the outstanding Warrants, (ii) after termination of this
offering, none of the shares of common stock covered by this prospectus will be beneficially owned by the Selling Securityholders and
(iii) the Selling Securityholders will not acquire beneficial ownership of any additional securities during the offering. In addition,
we assume that the Selling Securityholders have not sold, transferred or otherwise disposed of, our securities in transactions exempt
from the registration requirements of the Securities Act.
We cannot advise you as to
whether the Selling Securityholders will in fact sell any or all of such common stock or warrants. In addition, the Selling Securityholders
may sell, transfer or otherwise dispose of, at any time and from time to time, common stock and warrants in transactions exempt from the
registration requirements of the Securities Act after the date of this prospectus.
Certain of the Selling Securityholders
have an incentive to sell because they purchased shares and/or warrants at prices below the initial public offering price and/or below
the recent trading prices of our securities. Sales by such investors may prevent the trading price of our securities from exceeding the
initial public offering price and may cause the trading prices of our securities to experience a further decline. Since many of our public
stockholders purchased shares at prices above, and the exercise price of our warrants exceeds, the recent trading prices for shares of
our common stock, other of our securityholders may not experience a positive rate of return if they were to sell at the same prices.
Selling Securityholder information
for each additional Selling Securityholder, if any, will be set forth by a prospectus supplement to the extent required prior to the time
of any offer or sale of such Selling Securityholder’s securities pursuant to this prospectus. Any prospectus supplement may add,
update, substitute, or change the information contained in this prospectus, including the identity of each Selling Securityholder and
the number of shares of common stock or Private Placement Warrants registered on its behalf.
Please see the section entitled
“Plan of Distribution” for further information regarding the Selling Securityholders’ method of distributing
these shares of common stock and Private Placement Warrants.
Unless otherwise noted below,
the address for each Selling Securityholder is c/o Cepton, Inc., 399 West Trimble Road, San Jose, California 95131.
| |
Securities Beneficially
Owned Prior to the
Offering | | |
Securities Being Offered
in the Offering | | |
Securities Beneficially
Owned After the Offered
Securities are Sold | |
Name | |
Shares of
Common
Stock | | |
Warrants | | |
Shares of
Common
Stock | | |
Warrants | | |
Shares of
Common
Stock | | |
% | | |
Warrants | | |
% | |
Anastasios Chrysostomidis(1) | |
| 70,000 | | |
| - | | |
| 70,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Billion Stone Investment LTD(2) | |
| 2,822,824 | | |
| - | | |
| 300,000 | | |
| - | | |
| 2,522,824 | | |
| 1.6 | % | |
| - | | |
| - | |
Brion Qi Ye Irrevocable Trust(3) | |
| 2,449,235 | | |
| - | | |
| 2,449,235 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Charalampos Syllantavos(4) | |
| 30,000 | | |
| - | | |
| 30,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Christina Mavrokefalou Diamanti(5) | |
| 30,000 | | |
| - | | |
| 30,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Dimitrios Sismanidis(6) | |
| 30,000 | | |
| - | | |
| 30,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Dongyi Liao(7) | |
| 2,308,912 | | |
| - | | |
| 2,449,232 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Ellenoff Grossman & Schole LLP(8) | |
| 120,000 | | |
| - | | |
| 120,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Evan Breibart(9) | |
| 30,000 | | |
| - | | |
| 30,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Gary Leibler(10) | |
| 10,000 | | |
| - | | |
| 10,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
George Syllantavos(11) | |
| 359,000 | | |
| - | | |
| 359,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Georgios Gazis(12) | |
| 40,000 | | |
| - | | |
| 40,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Golfam SA(13) | |
| - | | |
| 40,000 | | |
| - | | |
| 40,000 | | |
| - | | |
| - | | |
| - | | |
| - | |
GRC Sinogreen Fund III, L.P.(14) | |
| 2,328,758 | | |
| - | | |
| 150,000 | | |
| - | | |
| 2,178,758 | | |
| 1.4 | % | |
| - | | |
| - | |
Growth Capital Sponsor LLC(15) | |
| 400,000 | | |
| - | | |
| 400,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
The Han-Ouyang Living Trust(16) | |
| 489,847 | | |
| - | | |
| 489,847 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Harry Braunstein(17) | |
| 30,000 | | |
| - | | |
| 30,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
HB Strategies LLC(18) | |
| - | | |
| 2,100,000 | | |
| - | | |
| 1,725,000 | | |
| - | | |
| - | | |
| 375,000 | | |
| * | |
Jinying (Jenny) Chen(19) | |
| 173,483 | | |
| - | | |
| 173,483 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Jun Pei(20) | |
| 1,224,617 | | |
| - | | |
| 1,224,617 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Jun Ye(21) | |
| 20,818,496 | | |
| - | | |
| 20,818,496 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Koito Manufacturing Co.,
Ltd.(22) | |
| 19,624,741 | | |
| - | | |
| 19,624,741 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Konstantinos Tomasos(23) | |
| 80,000 | | |
| 200,000 | | |
| 80,000 | | |
| 200,000 | | |
| - | | |
| - | | |
| - | | |
| - | |
LDV Partners Fund I, L.P.(24) | |
| 16,163,422 | | |
| - | | |
| 16,088,422 | | |
| - | | |
| 75,000 | | |
| * | | |
| - | | |
| - | |
Liqun Han(25) | |
| 2,357,390 | | |
| - | | |
| 2,449,233 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Lynnelle Lin Ye Irrevocable Trust(26) | |
| 2,449,235 | | |
| - | | |
| 2,449,235 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Magellan Investments Corp.(27) | |
| - | | |
| 617,500 | | |
| - | | |
| 617,500 | | |
| - | | |
| - | | |
| - | | |
| - | |
Maria Diamanti(28) | |
| 60,000 | | |
| - | | |
| 60,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Markella Syllantavou(29) | |
| 30,000 | | |
| - | | |
| 30,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Maxim Partners LLC(30) | |
| - | | |
| 1,725,000 | | |
| - | | |
| 1,725,000 | | |
| - | | |
| - | | |
| - | | |
| - | |
McCord Trust(31) | |
| 10,389,248 | | |
| - | | |
| 10,389,248 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Nikolaos Tsirigakis(32) | |
| 50,000 | | |
| - | | |
| 50,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Paul Lopez(33) | |
| 69,750 | | |
| 225,000 | | |
| 69,750 | | |
| 225,000 | | |
| - | | |
| - | | |
| - | | |
| - | |
Pei 2000 Trust(34) | |
| 27,954,268 | | |
| - | | |
| 27,954,268 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Prokopios Tsirigakis(35) | |
| 348,750 | | |
| 642,500 | | |
| 348,750 | | |
| 642,500 | | |
| - | | |
| - | | |
| - | | |
| - | |
Qing Tan(38) | |
| 100,000 | | |
| - | | |
| 100,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Ye-Wang Family Trust(37) | |
| 200,000 | | |
| - | | |
| 200,000 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
Yupeng Cui(38) | |
| 9,679,376 | | |
| - | | |
| 9,679,376 | | |
| - | | |
| - | | |
| - | | |
| - | | |
| - | |
| * | Indicates less than one percent. |
| (1) | Interests shown consist of 70,000 Founder Shares. |
| (2) | Interests shown consist of 2,522,824 Consideration Shares and 300,000 PIPE Shares. The business address
for this Selling Securityholder is Suites 1702-03,17/F, One Exchange Square, 8 Connaught Place, Central, Hong Kong. |
| (3) | Interests shown consist of 2,449,235 Consideration Shares. Dr. Jun Ye is a Director of the Company and
a trustee of The Brion Qi Ye Irrevocable Trust dated December 8, 2020, and holds voting and dispositive power over the Consideration Shares. |
| (4) | Interests shown consist of 30,000 Founder Shares. |
| (5) | Interests shown consist of 30,000 Founder Shares. |
| (6) | Interests shown consist of 30,000 Founder Shares. |
| (7) | Interests shown consist of 2,449,232 Option Shares, 2,308,912 of which are issuable pursuant to options
exercisable within 60 days of March 1, 2023. As of March 1, 2023, Dongyi Liao is the Senior Vice President of Applications of the Company.
On March 14, 2023, Dongyi Liao was promoted to Chief Technology Officer of the Company. |
| (8) | Interests shown consist of 120,000 Founder Shares. The business address for this Selling Securityholder
is 1345 Avenue of the Americas, New York, New York 10105. |
| (9) | Interests shown consist of 30,000 Founder Shares. |
| (10) | Interests shown consist of 30,000 Founder Shares. |
| (11) | Interests shown consist of 359,000 Founder Shares. Mr. George Syllantavos is a Director of the Company. |
| (12) | Interests shown consist of 40,000 Founder Shares. |
| (13) | Interests shown consist of 40,000 Private Placement Warrants and 40,000 shares issuable upon exercise
of the Private Placement Warrants. |
| (14) | Interests shown consist of 2,178,758 Consideration Shares and 150,000 PIPE Shares. The business address
for this Selling Securityholder is 12F, No. 149, Sec. 3, Xinyi Road, Taipei 10658, Taiwan. |
| (15) | Interests shown consist of 400,000 Founder Shares. Maxim Group LLC, the representative of the underwriters
in GCAC’s initial public offering, co-placement agent with respect to the PIPE Investment, and as a merger and acquisitions advisor,
is the managing member of Growth Capital Sponsor LLC. MJR Holdings LLC owns 79.75% of the outstanding membership interest of Maxim Partners.
Mr. Michael Rabinowitz is the managing member of MJR Holdings LLC. As such, each of Maxim Partners, MJR Holdings LLC and Mr. Rabinowitz
may be deemed to have beneficial ownership of the shares of common stock held directly by Growth Capital Sponsor LLC. Each such entity
or person disclaims any beneficial ownership of the reported shares other than to the extent of any pecuniary interest they may have therein,
directly or indirectly. The business address for this Selling Securityholder is c/o Maxim Group LLC, 300 Park Avenue, 16th Floor, New
York, New York, 10022. |
| (16) | Interests shown consist of 489,847 Consideration Shares. Liqun Han is the Chief Operating Officer of the
Company and a trustee of The Han-Ouyang Living Trust, U/A, dated March 21, 2021, and holds voting and dispositive power over the Consideration
Shares. |
| (17) | Interests shown consist of 30,000 Founder Shares. |
| (18) | Interests shown consist of 1,725,000 Private Placement Warrants, 375,000 Public Warrants and 1,725,000
shares issuable upon exercise of the Private Placement Warrants. Hudson Bay, the investment manager of HB Strategies, has voting and investment
power over these securities. Sander Gerber is the managing member of Hudson Bay Capital GP LLC, which is the general partner of Hudson
Bay. Each of HB Strategies and Mr. Gerber disclaims beneficial ownership over these securities. The business address for this Selling
Securityholder is c/o Hudson Bay Capital Management LP, 28 Havemeyer Place, 2nd Floor, Greenwich, CT 06830. |
| (19) | Interests shown consist of 172,483 Consideration Shares. Ms. Jinying (Jenny) Chen was previously the Corporate
Controller of the Company, until July 15, 2022. |
| (20) | Interests shown consist of 1,224,617 Consideration Shares. Dr. Jun Pei is the President, Chief Executive
Officer and Chair of the Company. |
| (21) | Interests shown consist of 20,818,496 Consideration Shares. Dr. Jun Ye is a Director of the Company. |
| (22) | Interests shown consist of 14,624,741 Consideration Shares and 5,000,000 PIPE Shares. The business address
for this Selling Securityholder is 5-1-18, Kitashinagawa, Shinagawa-ku, Tokyo, Japan. |
| (23) | Interests shown consist of 800,000 Founder Shares, 200,000 Private Placement Warrants and 200,000 shares
issuable upon exercise of the Private Placement Warrants. |
| (24) | Interests shown consist of 15,888,422 Consideration Shares,
200,000 PIPE Shares and 75,000 shares of common stock. Dr. Winston Fu is a managing member of LDV Partners I (GP), Ltd., which is the
general partnership that manages LDV Partners Fund I, L.P. Dr. Fu disclaims beneficial ownership of such shares, except to the extent
of any pecuniary interest he may have therein, directly or indirectly. |
| (25) | Interests shown consist of 2,449,233 Option Shares, 2,357,390 of which are issuable pursuant to options
exercisable within 60 days of March 1, 2023. Dr. Liqun Han is the Chief Operating Officer of the Company. |
| (26) | Interests shown consist of 2,449,235 Consideration Shares. Dr. Jun Ye is a Director of the Company and
a trustee of The Lynnelle Lin Ye Irrevocable Trust dated December 8, 2020, and holds voting and dispositive power over the Consideration
Shares. |
| (27) | Interests shown consist of 617,500 Private Placement Warrants and 617,500 shares issuable upon exercise
of the Private Placement Warrants. Mr. George Syllantavos is a Director of the Company and the president and the sole director of Magellan
Investments Corp., and accordingly the Mr. George Syllantavos is deemed the beneficial owner of the warrants held by Magellan Investments
Corp. and to have sole voting and dispositive control over such securities. |
| (28) | Interests shown consist of 60,000 Founder Shares. |
| (29) | Interests shown consist of 30,000 Founder Shares. |
| (30) | Interests shown consist of 1,725,000 Private Placement Warrants and 1,725,000 shares issuable upon exercise
of the Private Placement Warrants. MJR Holdings LLC owns 79.75% of the outstanding membership interest of Maxim Partners. Mr. Michael
Rabinowitz is the managing member of MJR Holdings LLC. As such, each of MJR Holdings LLC and Mr. Rabinowitz may be deemed to have beneficial
ownership of the securities held directly by Maxim Partners. Each such entity or person disclaims any beneficial ownership of the reported
securities other than to the extent of any pecuniary interest they may have therein, directly or indirectly. The business address for
this Selling Securityholder is c/o Maxim Group LLC, 300 Park Avenue, 16th Floor, New York, New York, 10022. |
| (31) | Interests shown consist of 10,389,248 Consideration Shares. Dr. Mark McCord was previously the Chief Technology
Officer of the Company, until March 14, 2023, and is a trustee of the McCord Trust, dated January 7, 2020, and holds voting and dispositive
power over the Consideration Shares. |
| (32) | Interests shown consist of 50,000 Founder Shares. |
| (33) | Interests shown consist of 69,750 Founder Shares, 225,000 Private Placement Warrants and 225,000 shares
issuable upon exercise of the Private Placement Warrants. |
| (34) | Interests shown consist of 27,954,268 Consideration Shares. Dr. Jun Pei is the President, Chief Executive
Officer and Chair of the Company and a trustee of the Pei 2000 Trust, and holds voting and dispositive power over the Consideration Shares. |
| (35) | Interests shown consist of 348,750 Founder Shares, 642,500 Private Placement Warrants and 642,500 shares
issuable upon exercise of the Private Placement Warrants. |
| (36) | Interests shown consist of 100,000 PIPE Shares. |
| (37) | Interests shown consist of 200,000 PIPE Shares. Dr. Jun Ye is a Director of the Company and a trustee
of the Ye-Wang Family Trust, dated March 31, 2007, and holds voting and dispositive power over the Consideration Shares. |
| (38) | Interests shown consist of 9,679,376 Consideration Shares. |
U.S. FEDERAL INCOME TAX
CONSIDERATIONS
The following is a discussion
of certain material U.S. federal income tax consequences of the acquisition, ownership and disposition of shares of common stock. This
discussion is limited to certain U.S. federal income tax considerations to beneficial owners of the common stock who are initial purchasers
of such common stock pursuant to this offering and hold the common stock as a capital asset within the meaning of Section 1221 of the
Internal Revenue Code of 1986, as amended (the “Code”).
This summary is based upon
U.S. federal income tax laws as of the date of this prospectus, which is subject to change or differing interpretations, possibly with
retroactive effect. This discussion is a summary only and does not describe all of the tax consequences that may be relevant to you in
light of your particular circumstances, including but not limited to the alternative minimum tax, the Medicare tax on certain net investment
income and the different consequences that may apply if you are subject to special rules that apply to certain types of investors, including
but not limited to:
| ● | financial institutions or financial services entities; |
| ● | governments or agencies or instrumentalities thereof; |
| ● | regulated investment companies; |
| ● | real estate investment trusts; |
| ● | expatriates or former long-term residents of the United States; |
| ● | persons that actually or constructively own five percent or more (by vote or value) of our shares; |
| ● | persons subject to the “applicable financial statement” accounting rules under Section 451(b)
of the Code; |
| ● | persons that acquired our common stock pursuant to an exercise of employee share options, in connection
with employee share incentive plans or otherwise as compensation; |
| ● | dealers or traders subject to a mark-to-market method of accounting with respect to our common stock; |
| ● | persons holding our common stock as part of a “straddle,” constructive sale, hedge, conversion
or other integrated or similar transaction; |
| ● | U.S. Holders (as defined below) whose functional currency is not the U.S. dollar; |
| ● | partnerships (or entities or arrangements classified as partnerships or other pass-through entities for
U.S. federal income tax purposes) and any beneficial owners of such partnerships; |
| ● | controlled foreign corporations; and |
| ● | passive foreign investment companies. |
If a partnership (including
an entity or arrangement treated as a partnership or other pass-thru entity for U.S. federal income tax purposes) holds our common stock,
the tax treatment of a partner, member or other beneficial owner in such partnership will generally depend upon the status of the partner,
member or other beneficial owner, the activities of the partnership and certain determinations made at the partner, member or other beneficial
owner level. If you are a partner, member or other beneficial owner of a partnership holding our common stock, you are urged to consult
your tax advisor regarding the tax consequences of the acquisition, ownership and disposition of our common stock.
This discussion is based
on the Code, and administrative pronouncements, judicial decisions and final, temporary and proposed Treasury regulations as of the date
hereof, which are subject to change, possibly on a retroactive basis, and changes to any of which subsequent to the date of this prospectus
may affect the tax consequences described herein. This discussion does not address any aspect of state, local or non-U.S. taxation, or
any U.S. federal taxes other than income taxes (such as gift and estate taxes).
We have not sought, and do
not expect to seek, a ruling from the U.S. Internal Revenue Service (the “IRS”) as to any U.S. federal income tax consequence
described herein. The IRS may disagree with the discussion herein, and its determination may be upheld by a court. Moreover, there can
be no assurance that future legislation, regulations, administrative rulings or court decisions will not adversely affect the accuracy
of the statements in this discussion. You are urged to consult your tax advisor with respect to the application of U.S. federal tax laws
to your particular situation, as well as any tax consequences arising under the laws of any state, local or foreign jurisdiction.
THIS DISCUSSION IS ONLY A
SUMMARY OF CERTAIN U.S. FEDERAL INCOME TAX CONSIDERATIONS ASSOCIATED WITH THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK.
EACH PROSPECTIVE INVESTOR IN OUR COMMON STOCK IS URGED TO CONSULT ITS OWN TAX ADVISOR WITH RESPECT TO THE PARTICULAR TAX CONSEQUENCES
TO SUCH INVESTOR OF THE ACQUISITION, OWNERSHIP AND DISPOSITION OF OUR COMMON STOCK, INCLUDING THE APPLICABILITY AND EFFECT OF ANY U.S.
FEDERAL NON-INCOME, STATE, LOCAL, AND NON-U.S. TAX LAWS.
U.S. Holders
This section applies to you
if you are a “U.S. Holder.” A U.S. Holder is a beneficial owner of our common stock who or that is, for U.S. federal income
tax purposes:
| ● | an individual who is a citizen or resident of the United States; |
| ● | a corporation (or other entity taxable as a corporation) organized in or under the laws of the United
States, any state thereof or the District of Columbia; |
| ● | an estate the income of which is includible in gross income for U.S. federal income tax purposes regardless
of its source; or |
| ● | a trust, if (i) a court within the United States is able to exercise primary supervision over the administration
of the trust and one or more United States persons (as defined in the Code) have authority to control all substantial decisions of the
trust or (ii) it has a valid election in effect under Treasury Regulations to be treated as a United States person. |
Taxation of Distributions.
If we pay distributions in cash or other property (other than certain distributions of our stock or rights to acquire our stock) to U.S.
Holders of shares of our common stock, such distributions generally will constitute dividends for U.S. federal income tax purposes to
the extent paid from our current or accumulated earnings and profits, as determined under U.S. federal income tax principles. Distributions
in excess of current and accumulated earnings and profits will constitute a return of capital that will be applied against and reduce
(but not below zero) the U.S. Holder’s adjusted tax basis in our common stock. Any remaining excess will be treated as gain realized
on the sale or other disposition of our common stock and will be treated as described under “U.S. Holders - Gain or Loss on Sale,
Taxable Exchange or Other Taxable Disposition of Common Stock” below.
Dividends we pay to a U.S.
Holder that is a taxable corporation generally will qualify for the dividends received deduction if the requisite holding period is satisfied.
With certain exceptions (including, but not limited to, dividends treated as investment income for purposes of investment interest deduction
limitations), and provided certain holding period requirements are met, dividends we pay to a non-corporate U.S. Holder may constitute
“qualified dividend income” that will be subject to tax at the maximum tax rate accorded to long-term capital gains. If the
holding period requirements are not satisfied, then a corporation may not be able to qualify for the dividends received deduction and
would have taxable income equal to the entire dividend amount, and non-corporate U.S. Holders may be subject to tax on such dividend at
regular ordinary income tax rates instead of the preferential rate that applies to qualified dividend income.
Gain or Loss on Sale,
Taxable Exchange or Other Taxable Disposition of Our Common Stock. Upon a sale or other taxable disposition of our common stock, a
U.S. Holder generally will recognize capital gain or loss in an amount equal to the difference between the amount realized and the U.S.
Holder’s adjusted tax basis in the common stock. Any such capital gain or loss generally will be long-term capital gain or loss
if the U.S. Holder’s holding period for the common stock so disposed of exceeds one year. Long-term capital gains recognized by
non-corporate U.S. Holders may be eligible to be taxed at reduced rates. The deductibility of capital losses is subject to limitations.
Generally, the amount of
gain or loss recognized by a U.S. Holder is an amount equal to the difference between (i) the sum of the amount of cash and the fair market
value of any property received in such disposition and (ii) the U.S. Holder’s adjusted tax basis in its common stock exchanged.
A U.S. Holder’s adjusted tax basis in its common stock generally will equal the U.S. Holder’s acquisition cost less any prior
distributions treated as a return of capital.
Information Reporting
and Backup Withholding. In general, information reporting requirements may apply to dividends paid to a U.S. Holder and to the proceeds
of the sale or other disposition of our common stock, unless the U.S. Holder is an exempt recipient. Backup withholding may apply to such
payments if the U.S. Holder fails to provide a taxpayer identification number, a certification of exempt status or has been notified by
the IRS that it is subject to backup withholding (and such notification has not been withdrawn).
Backup withholding is not
an additional tax. Any amounts withheld under the backup withholding rules will be allowed as a credit against a U.S. Holder’s U.S.
federal income tax liability and may entitle such holder to a refund, provided the required information is timely furnished to the IRS.
Non-U.S. Holders
This section applies to you
if you are a “Non-U.S. Holder.” As used herein, the term “Non-U.S. Holder” means a beneficial owner of our common
stock who or that is for U.S. federal income tax purposes:
| ● | a non-resident alien individual (other than certain former citizens and residents of the United States
subject to U.S. tax as expatriates); |
| ● | a foreign corporation; or |
| ● | an estate or trust that is not a U.S. Holder; |
but generally does not include an individual who
is present in the United States for 183 days or more in the taxable year of the disposition of our common stock. If you are such an individual,
you should consult your tax advisor regarding the U.S. federal income tax consequences of the acquisition, ownership or sale or other
disposition of our common stock.
Taxation of Distributions.
In general, any distributions we make to a Non-U.S. Holder of shares of our common stock, to the extent paid out of our current or accumulated
earnings and profits (as determined under U.S. federal income tax principles), will constitute dividends for U.S. federal income tax purposes
and, provided such dividends are not effectively connected with the Non-U.S. Holder’s conduct of a trade or business within the
United States, we will be required to withhold tax from the gross amount of the dividend at a rate of 30%, unless such Non-U.S. Holder
is eligible for a reduced rate of withholding tax under an applicable income tax treaty and provides proper certification of its eligibility
for such reduced rate (usually on an IRS Form W-8BEN or W-8BEN-E). Any distribution not constituting a dividend will be treated first
as reducing (but not below zero) the Non-U.S. Holder’s adjusted tax basis in its shares of our common stock and, to the extent such
distribution exceeds the Non-U.S. Holder’s adjusted tax basis, as gain realized from the sale or other disposition of the common
stock, which will be treated as described under “Non-U.S. Holders - Gain on Sale, Taxable Exchange or Other Taxable Disposition
of Our Common Stock” below. In addition, if we determine that we are likely to be classified as a “United States real
property holding corporation” (see “Non-U.S. Holders - Gain on Sale, Taxable Exchange or Other Taxable Disposition of Our
Common Stock” below), we generally will withhold 15% of any distribution that exceeds our current and accumulated earnings and
profits.
The withholding tax generally
does not apply to dividends paid to a Non-U.S. Holder who provides a Form W-8ECI, certifying that the dividends are effectively connected
with the Non-U.S. Holder’s conduct of a trade or business within the United States. Instead, the effectively connected dividends
will be subject to regular U.S. federal income tax as if the Non-U.S. Holder were a U.S. resident, subject to an applicable income tax
treaty providing otherwise. A corporate Non-U.S. Holder receiving effectively connected dividends may also be subject to an additional
“branch profits tax” imposed at a rate of 30% (or a lower applicable treaty rate).
Gain on Sale, Taxable
Exchange or Other Taxable Disposition of Our Common Stock. A Non-U.S. Holder generally will not be subject to U.S. federal income
or withholding tax in respect of gain recognized on a sale, taxable exchange or other taxable disposition of our common stock unless:
| ● | the gain is effectively connected with the conduct by the Non-U.S. Holder of a trade or business within
the United States (and, under certain income tax treaties, is attributable to a United States permanent establishment or fixed base maintained
by the Non-U.S. Holder); or |
| ● | we are or have been a “United States real property holding corporation” for U.S. federal income
tax purposes at any time during the shorter of the five-year period ending on the date of disposition or the period that the Non-U.S.
Holder held our common stock, and, in the case where shares of our common stock are regularly traded on an established securities market,
the Non-U.S. Holder has owned, directly or constructively, more than 5% of our common stock at any time within the shorter of the five-year
period preceding the disposition or such Non-U.S. Holder’s holding period for the shares of our common stock. There can be no assurance
that our common stock will be treated as regularly traded on an established securities market for this purpose. |
Unless an applicable treaty
provides otherwise, gain described in the first bullet point above will be subject to tax at generally applicable U.S. federal income
tax rates as if the Non-U.S. Holder were a U.S. resident. Any gains described in the first bullet point above of a Non-U.S. Holder that
is a foreign corporation may also be subject to an additional “branch profits tax” imposed at a 30% rate (or lower treaty
rate).
If the second bullet point
above applies to a Non-U.S. Holder, gain recognized by such holder on the sale, exchange or other disposition of our common stock will
be subject to tax at generally applicable U.S. federal income tax rates. In addition, a buyer of our common stock from such holder may
be required to withhold U.S. federal income tax at a rate of 15% of the amount realized upon such disposition. We will be classified as
a United States real property holding corporation if the fair market value of our “United States real property interests”
equals or exceeds 50% of the sum of the fair market value of our worldwide real property interests plus our other assets used or held
for use in a trade or business, as determined for U.S. federal income tax purposes. We do not expect to be a United States real property
holding corporation immediately after the Business Combination is completed.
Information Reporting
and Backup Withholding. Information returns will be filed with the IRS in connection with payments of dividends and may be filed with
respect to the proceeds from a sale or other disposition of shares of common stock. A Non-U.S. Holder may have to comply with certification
procedures to establish that it is not a United States person in order to avoid information reporting and backup withholding requirements.
The certification procedures required to claim a reduced rate of withholding under a treaty generally will satisfy the certification requirements
necessary to avoid the backup withholding as well. Backup withholding is not an additional tax. The amount of any backup withholding from
a payment to a Non-U.S. Holder will be allowed as a credit against such holder’s U.S. federal income tax liability and may entitle
such holder to a refund, provided that the required information is timely furnished to the IRS.
FATCA Withholding Taxes.
Provisions commonly referred to as “FATCA” impose withholding of 30% on payments of dividends on our common stock to “foreign
financial institutions” (which is broadly defined for this purpose and in general includes investment vehicles) and certain other
non-U.S. entities unless various U.S. information reporting and due diligence requirements (generally relating to ownership by United
States persons of interests in or accounts with those entities) have been satisfied by, or an exemption applies to, the payee (typically
certified as to by the delivery of a properly completed IRS Form W-8BEN-E). Foreign financial institutions located in jurisdictions that
have an intergovernmental agreement with the United States governing FATCA may be subject to different rules. Under certain circumstances,
a Non-U.S. Holder might be eligible for refunds or credits of such withholding taxes, and a Non-U.S. Holder might be required to file
a U.S. federal income tax return to claim such refunds or credits. Thirty percent withholding under FATCA was scheduled to apply to payments
of gross proceeds from the sale or other disposition of property that produces U.S.-source interest or dividends beginning on January
1, 2019, but on December 13, 2018, the IRS released proposed regulations that, if finalized in their proposed form, would eliminate the
obligation to withhold on gross proceeds. Such proposed regulations also delayed withholding on certain other payments received from other
foreign financial institutions that are allocable, as provided for under final Treasury regulations, to payments of U.S.-source dividends,
and other fixed or determinable annual or periodic income. Although these proposed Treasury regulations are not final, taxpayers generally
may rely on them until final Treasury regulations are issued. Prospective investors should consult their tax advisors regarding the effects
of FATCA on their investment in our common stock.
PLAN OF DISTRIBUTION
Each Selling Securityholder
and any of their pledgees, assignees, transferees and successors-in-interest may, from time to time, sell any or all of their securities
covered hereby on the principal trading market for such securities or any other stock exchange, market or trading facility on which the
securities are traded or in private transactions. These sales may be at fixed or negotiated prices. A Selling Securityholder may use any
one or more of the following methods when selling securities:
| ● | ordinary brokerage transactions and transactions in which the broker-dealer solicits subscribers; |
| ● | block trades in which the broker-dealer will attempt to sell the securities as agent but may position
and resell a portion of the block as principal to facilitate the transaction; |
| ● | purchases by a broker-dealer as principal and resale by the broker-dealer for its account; |
| ● | an exchange distribution in accordance with the rules of the applicable exchange; |
| ● | privately negotiated transactions; |
| ● | settlement of short sales; |
| ● | in transactions through broker-dealers that agree with the Selling Securityholders to sell a specified
number of such securities at a stipulated price per security; |
| ● | in “at the market” offerings, as defined in Rule 415 under the Securities Act, at negotiated
prices, at prices prevailing at the time of sale or at prices related to such prevailing market prices, including sales made directly
on a national securities exchange or sales made through a market maker other than on an exchange or other similar offerings through sales
agents; |
| ● | through the writing or settlement of options or other hedging transactions, whether through an options
exchange or otherwise; |
| ● | through a combination of any such methods of sale; or |
| ● | any other method permitted pursuant to applicable law. |
The Selling Securityholders
may also sell securities under Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under
this prospectus.
Broker-dealers engaged by
the Selling Securityholders may arrange for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts
from the Selling Securityholders (or, if any broker-dealer acts as agent for the Subscriber of securities, from the Subscriber) in amounts
to be negotiated, but, except as set forth in a supplement to this Prospectus, in the case of an agency transaction not in excess of a
customary brokerage commission in compliance with FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in
compliance with FINRA IM-2440.
In connection with the sale
of the securities or interests therein, the Selling Securityholders may enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling
Securityholders may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the
securities to broker-dealers that in turn may sell these securities. The Selling Securityholders may also enter into option or other transactions
with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery to such broker-dealer
or other financial institution of securities offered by this prospectus, which securities such broker-dealer or other financial institution
may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Selling Securityholders
and any broker-dealers or agents that are involved in selling the securities may be deemed to be “underwriters” within the
meaning of the Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents
and any profit on the resale of the securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities
Act. Each Selling Securityholder has informed the Company that it does not have any written or oral agreement or understanding, directly
or indirectly, with any person to distribute the securities.
The Company is required to
pay certain fees and expenses incurred by the Company incident to the registration of the securities. The Company has agreed to indemnify
the Selling Securityholders against certain losses, claims, damages and liabilities, including liabilities under the Securities Act.
We agreed to keep this prospectus
effective until the earlier of (i) all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act
or any other rule of similar effect, (ii) they may be sold pursuant to Rule 144 without volume or manner-of-sale restrictions, as determined
by the Company, or (iii) with respect to the PIPE Shares, May 11, 2024. The resale securities will be sold only through registered or
licensed brokers or dealers if required under applicable state securities laws. In addition, in certain states, the resale securities
covered hereby may not be sold unless they have been registered or qualified for sale in the applicable state or an exemption from the
registration or qualification requirement is available and is complied with.
Under applicable rules and
regulations under the Exchange Act, any person engaged in the distribution of the resale securities may not simultaneously engage in market
making activities with respect to the common stock or Public Warrants for the applicable restricted period, as defined in Regulation M,
prior to the commencement of the distribution. In addition, the Selling Securityholders will be subject to applicable provisions of the
Exchange Act and the rules and regulations thereunder, including Regulation M, which may limit the timing of purchases and sales of the
common stock or Public Warrants by the Selling Securityholders or any other person. We will make copies of this prospectus available to
the Selling Securityholders and have informed them of the need to deliver a copy of this prospectus to each Subscriber at or prior to
the time of the sale (including by compliance with Rule 172 under the Securities Act).
LEGAL MATTERS
O’Melveny & Myers
LLP has passed upon the validity of the securities offered by this prospectus and certain other legal matters related to this prospectus.
EXPERTS
The consolidated financial statements of Cepton, Inc. as of December 31, 2022 and 2021, and for each of the years in the three-year period
ended December 31, 2022, have been incorporated by reference herein and in the registration statement in reliance upon the report of KPMG
LLP, independent registered public accounting firm, incorporated by referenced herein, and upon the authority of said firm as experts
in accounting and auditing.
WHERE YOU CAN
FIND MORE INFORMATION
We have filed with the SEC
a registration statement under the Securities Act that registers the shares of our common stock and warrants offered hereby. The rules
and regulations of the SEC allow us to omit from this prospectus certain information included in the registration statement. For further
information about us and our securities, you should refer to the registration statement and the exhibits and schedules filed with the
registration statement. With respect to the statements contained in this prospectus regarding the contents of any agreement or any other
document, in each instance, the statement is qualified in all respects by the complete text of the agreement or document, a copy of which
has been filed as an exhibit to the registration statement.
In addition, we file annual,
quarterly and current reports, proxy statements and other information with the SEC. Our SEC filings are available to the public on a website
maintained by the SEC located at http://www.sec.gov. We also maintain a website at https://www.cepton.com. Through our website,
we make available, free of charge, annual, quarterly and current reports, proxy statements and other information as soon as reasonably
practicable after they are electronically filed with, or furnished to, the SEC. Information contained on or accessible through our website
is not a part of this prospectus, and the inclusion of our website address in this prospectus is an inactive textual reference only. If
you would like additional copies of this prospectus, you should contact us at the following address and telephone number:
CEPTON, INC.
399 West Trimble Road
San Jose, California, 95131
(408) 459-7579
INCORPORATION
BY REFERENCE
The rules of the SEC allow
us to “incorporate by reference” information into this prospectus, which means that we can disclose important information
to you by referring to other documents that were previously filed with the SEC. The information incorporated by reference is considered
to be part of this prospectus, except for any information superseded by information contained directly in this prospectus. Subsequent
information that we file with the SEC will automatically update and supersede that information. We incorporate by reference the documents
listed below and all documents that we subsequently file with the SEC under Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior
to the termination of the offering of securities by means of this prospectus, from their respective filing dates (other than any portions
thereof, which under the Exchange Act, and applicable SEC rules, are not deemed “filed” under the Exchange Act):
| ● | our Annual Report on Form 10-K for the year ended December 31, 2022, as filed with the SEC on March 20,
2023; |
| ● | our
Current Reports on Form 8-K filed with the SEC on January
11, 2023, January
24, 2023 (excluding any information furnished but not filed in such reports under Item
2.02, Item 7.01, or Item 9.01) and March
14, 2023 (solely with respect to Item 5.02); and |
| ● | the description of our common stock and Warrants contained in our Registration Statement on Form 8-A,
filed with the SEC on January 28, 2021, and any amendment or report filed with the SEC for the purpose of updating the description. |
The information incorporated
by reference into this prospectus is an important part of this prospectus. Neither we nor any underwriters have authorized anyone to provide
you with information other than that contained in or incorporated by reference into this prospectus. You should not assume that the information
in this prospectus is accurate as of any date other than the date of this prospectus.
You should not rely on or
assume the accuracy of any representation or warranty in any agreement that we have filed as an exhibit to any document that we have publicly
filed or that we may otherwise publicly file in the future because such representation or warranty may be subject to exceptions and qualifications
contained in separate disclosure schedules, may have been included in such agreement for the purpose of allocating risk between the parties
to the particular transaction, and may no longer continue to be true as of any given date.
If we have incorporated by
reference any statement or information in this prospectus and we subsequently modify that statement or information with information contained
in this prospectus, the statement or information previously incorporated in this prospectus is also modified or superseded in the same
manner.
You may request a copy of
these filings, at no cost, by writing or telephoning us at the following address:
CEPTON, INC.
399 West Trimble Road
San Jose, California, 95131
(408) 459-7579
Exhibits to the filings will
not be sent, however, unless those exhibits have specifically been incorporated by reference in this prospectus.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets
forth the estimated expenses to be borne by the registrant in connection with the issuance and distribution of the securities being registered
hereby.
SEC registration fees | |
$ | 131,882.94 | |
Accounting fees and expenses | |
| * | |
Legal fees and expenses | |
| * | |
Financial printing and miscellaneous expenses | |
| * | |
Total | |
| * | |
| * | These fees are calculated based on the securities offered and the number of issuances and accordingly cannot be defined at this time. |
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware
General Corporation Law authorizes a court to award, or a corporation’s board of directors to grant, indemnity to directors and
officers in terms sufficiently broad to permit such indemnification under certain circumstances for liabilities, including reimbursement
for expenses incurred, arising under the Securities Act.
The Amended and Restated
Charter provides for indemnification of our directors, officers, employees and other agents to the maximum extent permitted by the Delaware
General Corporation Law, and the Bylaws provide for indemnification of our directors, officers, employees and other agents to the maximum
extent permitted by the Delaware General Corporation Law.
In addition, we have entered
or will enter into indemnification agreements with our directors, officers, and some employees containing provisions which are in some
respects broader than the specific indemnification provisions contained in the Delaware General Corporation Law. The indemnification agreements
will require us, among other things, to indemnify its directors against certain liabilities that may arise by reason of their status or
service as directors and to advance their expenses incurred as a result of any proceeding against them as to which they could be indemnified.
Any underwriting agreement
or distribution agreement that we enter into with any underwriters or agents involved in the offering or sale of any securities registered
hereby may require such underwriters or dealers to indemnify us, some or all of our directors and officers and its controlling persons,
if any, for specified liabilities, which may include liabilities under the Securities Act.
We have entered into, and
may in the future enter into, registration rights agreements or agreements including registration rights provisions with selling securityholders
that provide for cross-indemnification in connection with the registration of our securities on behalf of such selling securityholders.
Item 16. Exhibits and Financial Statement Schedules.
Exhibits.
|
|
Description |
1.1+ |
|
Underwriting Agreement. |
2.1 |
|
Business Combination Agreement, dated as of August 4, 2021, by and among GCAC, Merger Sub and Cepton (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by GCAC on August 5, 2021). |
2.2 |
|
Amendment to Business Combination Agreement, dated as of January 21, 2022, by and among GCAC, Merger Sub and Cepton (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed by GCAC on January 24, 2022). |
3.1 |
|
Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed by Cepton on February 10, 2022). |
3.2 |
|
Certificate of Designations of Series A Convertible Preferred Stock, par value $0.00001, of Cepton, Inc., dated January 18, 2023 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed by Cepton on January 24, 2023). |
3.3 |
|
Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 to the Current Report on Form 8-K filed by Cepton on February 10, 2022). |
4.1 |
|
Form of Common Stock Certificate of the Company (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by Cepton on February 10, 2022). |
4.2 |
|
Form of Warrant Certificate of the Company (included in Exhibit 4.3). |
4.3 |
|
Warrant Agreement, dated January 29, 2021, by and between the Company and Continental Stock Transfer & Trust Company, as warrant agent (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed by GCAC on February 4, 2021). |
4.4 |
|
Warrant to Purchase Stock for Legacy Cepton (incorporated by reference to Exhibit 99.4 to the Current Report on Form 8-K filed by GCAC on January 5, 2022). |
5.1 |
|
Opinion of O’Melveny & Myers LLP (incorporated by reference to Exhibit 5.1 of the Registration Statement filed by Cepton on February 11, 2022). |
23.1* |
|
Consent of KPMG LLP, Independent Registered Public Accounting Firm. |
23.2 |
|
Consent of O’Melveny & Myers LLP (included as part of Exhibit 5.1 of the Registration Statement filed by Cepton on February 11, 2022). |
24.1* |
|
Power of Attorney (included on signature pages below). |
101.INS |
|
Inline XBRL Instance Document. |
101.SCH |
|
Inline XBRL Taxonomy Extension Schema Document. |
101.CAL |
|
Inline XBRL Taxonomy Extension Calculation Linkbase Document. |
101.DEF |
|
Inline XBRL Taxonomy Extension Definition Linkbase Document. |
101.LAB |
|
Inline XBRL Taxonomy Extension Label Linkbase Document. |
101.PRE |
|
Inline XBRL Taxonomy Extension Presentation Linkbase Document. |
107 |
|
Filing Fee Exhibit (included as part of Exhibit 107 of the Registration Statement filed by Cepton on February 11, 2022). |
+ | To be filed, if necessary, subsequent to the effectiveness
of this registration statement by an amendment to this registration statement or incorporated by reference pursuant to a Current Report
on Form 8-K in connection with the offering of securities. |
Item 17. Undertakings.
| (a) | The undersigned registrant hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: |
| i. | To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”); |
| ii. | To reflect in the prospectus any facts or events arising after the effective date of this registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth
in this registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the SEC pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation
of Registration Fee” table in the effective registration statement; and |
| iii. | To include any material information with respect to the plan of distribution not previously disclosed in this registration statement
or any material change to such information in this registration statement. |
provided, however, that paragraphs (1)(i) and (1)(ii) of
this section do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in
reports filed with or furnished to the SEC by the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of
1934 (the “Securities Exchange Act”) that are incorporated by reference in this registration statement, or is contained
in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration statement;
| (2) | That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the
termination of the offering. |
| (4) | That, for the purpose of determining liability under the Securities Act to any purchaser, each prospectus filed pursuant to Rule 424(b)
as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used
after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is
part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify
any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such
document immediately prior to such date of first use. |
| (5) | That, for the purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution
of the securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to
the purchaser and will be considered to offer or sell such securities to such purchaser: |
| i. | Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule
424; |
| ii. | Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to
by the undersigned registrant; |
| iii. | The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant
or its securities provided by or on behalf of the undersigned registrant; and |
| iv. | Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser. |
| (5) | The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing
of the registrant’s annual report pursuant to section 13(a) or section 15(d) of the Securities Exchange Act (and, where applicable,
each filing of an employee benefit plan’s annual report pursuant to section 15(d) of the Securities Exchange Act) that is incorporated
by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. |
| (b) | Insofar as indemnification for liabilities arising under the Securities may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the SEC such
indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim
for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer
or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer
or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
SIGNATURES
AND POWER OF ATTORNEY
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized,
in the City of San Jose, State of California, on the 20th day of March, 2023.
|
CEPTON, INC. |
|
|
|
By: |
/s/ Jun Pei |
|
|
Jun Pei |
|
|
President, Chairman,
Chief Executive Officer and Director |
POWER OF ATTORNEY
Each person whose signature
appears below constitutes and appoints Jun Pei and Hull Xu, acting alone or together with another attorney-in-fact, as his or her true
and lawful attorney-in-fact, with full power of substitution and resubstitution, for such person and in his or her name, place and stead,
in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement (and any
additional registration statement related hereto permitted by Rule 462(b) promulgated under the Securities Act, (and all further amendments,
including post-effective amendments, thereto)), and to file the same, with all exhibits thereto, and other documents in connection therewith,
with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements
of the Securities Act, this registration statement has been signed by the following persons in the capacities and on the dates indicated:
Name |
|
Title |
|
Date |
|
|
|
|
|
/s/ Jun Pei |
|
President, Chairman, Chief Executive Officer |
|
March 20, 2023 |
Jun Pei |
|
and Director (Principal Executive Officer) |
|
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/s/ Hull Xu |
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Chief Financial Officer |
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March 20, 2023 |
Hull Xu |
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(Principal Financial and Accounting Officer) |
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/s/ Hideharu (Harry) Konagaya |
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Director |
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March 20, 2023 |
Hideharu (Harry) Konagaya |
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/s/ Jun Ye |
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Director |
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March 20, 2023 |
Jun Ye |
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/s/ Xiaogang (Jason) Zhang |
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Director |
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March 20, 2023 |
Xiaogang (Jason) Zhang |
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/s/ Takayuki Katsuda |
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Director |
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March 20, 2023 |
Takayuki Katsuda |
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/s/ George Syllantavos |
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Director |
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March 20, 2023 |
George Syllantavos |
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/s/ Mei (May) Wang |
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Director |
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March 20, 2023 |
Mei (May) Wang |
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II-3
true
POS AM
0001498233
0001498233
2022-01-01
2022-12-31