Growth Capital Acquisition Corp. Announces Effectiveness of Registration Statement and Special Meeting Date for Proposed Business Combination with Cepton Technologies, Inc.
Special Meeting Scheduled for February 9, 2022
Growth Capital Acquisition Corp. (NASDAQ: GCACU, GCAC, GCACW) announced that the SEC declared effective its registration statement on Form S-4 for a special meeting to consider a proposed business combination with Cepton Technologies, Inc., a lidar solutions developer. The meeting, set for February 9, 2022, will allow stockholders to vote on this combination, aiming for a listing under the ticker symbols “CPTN” and “CPTNW.” Stockholders of record as of January 13, 2022, are eligible to vote.
- Proposed business combination with Cepton Technologies could enhance market position in the lidar industry.
- Cepton has secured the largest known ADAS lidar series production award, potentially boosting future revenues.
- Merger expected to facilitate scalable and intelligent 3D perception solutions across multiple industries.
- Potential risks concerning market adoption of Cepton's offerings.
- Approval of the business combination is not guaranteed, which may delay or obstruct strategic objectives.
Special Meeting Scheduled for February 9, 2022
ATHENS, Greece, Jan. 28, 2022 (GLOBE NEWSWIRE) -- Growth Capital Acquisition Corp. (NASDAQ: GCACU, GCAC and GCACW) (“Growth Capital or “GCAC”), a special purpose acquisition company, today announced that on January 24, 2022, the Securities and Exchange Commission (“SEC”) declared effective Growth Capital’s registration statement on Form S-4 (as amended, the “Registration Statement”), which includes a definitive proxy statement in connection with a special meeting of Growth Capital’s stockholders (the “Special Meeting”). At the Special Meeting, Growth Capital’s stockholders will consider the previously announced proposed business combination with Cepton Technologies, Inc. (“Cepton”), a developer of lidar-based solutions for automotive (ADAS/AV), smart cities, smart spaces and smart industrial applications. Following the closing of the business combination, the combined company’s common stock and warrants are expected to list on Nasdaq under the ticker symbols “CPTN” and “CPTNW,” respectively.
Growth Capital will hold the Special Meeting at 10:00 A.M. Eastern Time on February 9, 2022, to, among other things, allow its stockholders to vote to approve the proposed business combination with Cepton. Growth Capital stockholders of record on January 13, 2022, (the “Record Date”) will be entitled to notice of and to vote at the Special Meeting. The Special Meeting will be held as a virtual meeting via live audio webcast at https://www.cstproxy.com/gcacorp/2022. Registration instructions for the Special Meeting are provided in the proxy statement included in the Registration Statement.
The definitive proxy statement and other relevant documents were mailed to Growth Capital’s stockholders of record as of the close of business on the Record Date on or about January 25, 2022. Stockholders are encouraged to read the proxy statement and accompanying documents in their entirety.
Growth Capital has engaged Advantage Proxy, Inc. (“Advantage Proxy”) as its proxy solicitor in connection with the Special Meeting. Stockholders who need additional copies of proxy materials, or need to obtain proxy cards or have questions regarding the proposals to be presented at the Special Meeting may contact Advantage Proxy, toll-free at (877) 870-8565 (individuals) or collect (206) 870-8565 (banks and brokers) or they may send an email to ksmith@advantageproxy.com. To obtain timely delivery of documents, stockholders must request them no later than February 3, 2022.
About Cepton Technologies, Inc.
Cepton is a Silicon Valley innovator of lidar-based solutions for automotive (ADAS/AV), smart cities, smart spaces and smart industrial applications. With its patented Micro Motion Technology (MMT®), Cepton aims to take lidar mainstream and achieve a balanced approach to performance, cost and reliability, while enabling scalable and intelligent 3D perception solutions across industries.
Cepton has been awarded the largest known ADAS lidar series production award in the industry to date, based on the number of vehicle models awarded, being sole sourced by General Motors and is engaged with other top ten OEMs.
Founded in 2016 and led by industry veterans with decades of collective experience across a wide range of advanced lidar and imaging technologies, Cepton is focused on the mass market commercialization of high performance, high quality lidar solutions. Cepton is headquartered in San Jose, CA and has a business development facility in Troy, MI to provide local support to the OEM and Tier 1-studded Metro Detroit area. Cepton also has a presence in Germany, Canada, Japan, India and China to serve a fast-growing global customer base. For more information, visit www.cepton.com and follow us on Twitter and LinkedIn.
On August 4, 2021, Cepton, GCAC, and GCAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of GCAC entered into a business combination agreement, as amended on January 21, 2022 (the “Business Combination Agreement”).
About Growth Capital Acquisition Corp.
GCAC is a Delaware blank check company, also commonly referred to as a special purpose acquisition company (or SPAC), formed for the purpose of entering into a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses or entities in any industry or geographic region. GCAC is led by its Co-Chief Executive Officers, Akis Tsirigakis and George Syllantavos.
Forward-Looking Statements
Certain statements herein are “forward-looking statements” made pursuant to the safe harbor provisions of the United States Private Securities Litigation Reform Act of 1995. Statements that are not historical facts, including statements about Cepton and GCAC and the transactions contemplated by the Business Combination Agreement (the “Transactions”), and the parties’ perspectives and expectations, are forward looking statements. Such statements include, but are not limited to, statements regarding the Transactions, including the anticipated initial enterprise value and post-closing equity value, the benefits of the Transactions, integration plans, expected synergies and revenue opportunities, anticipated future financial and operating performance and results, including estimates for growth, the expected management and governance of the combined company, and the expected timing of the Transactions. Such forward-looking statements reflect Cepton’s or GCAC’s current expectations or beliefs concerning future events and actual events may differ materially from current expectations. Forward-looking statements may be identified by the use of words such as “estimate,” “plan,” “project,” “forecast,” “intend,” “will,” “expect,” “anticipate,” “believe,” “seek,” “target,” “designed to” or other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Any such forward-looking statements are subject to various risks and uncertainties, including (1) the success of our strategic relationships, including with Cepton’s Tier 1 partners, none of which are exclusive; (2) the possibility that Cepton’s business or the combined company may be adversely affected by other economic, business, and/or competitive factors; (3) the risk that current trends in automotive and smart infrastructure markets decelerate or do not continue; (4) the inability of the parties to successfully or timely consummate the proposed business combination, including the risk that any required regulatory approvals are not obtained, are delayed or are subject to unanticipated conditions that could adversely affect the combined company or the expected benefits of the proposed business combination or that the approval of the stockholders of GCAC or Cepton is not obtained; (5) risks related to future market adoption of Cepton’s offerings; (6) the final terms of Cepton’s arrangement with its Tier 1 partner and, in turn, its Tier 1 partner's contract with the major global automotive OEM differing from Cepton's expectations, including with respect to volume and timing, or the arrangement can be terminated or may not materialize into a long-term contract partnership arrangement; (7) the ability of GCAC or the combined company to issue equity or equity-linked securities in connection with the proposed business combination or in the future; (8) the inability to recognize the anticipated benefits of the proposed business combination, which may be affected by, among other things, the amount of cash available following any redemptions by GCAC’s stockholders; (9) the ability of the combined company to meet the initial listing standards of The Nasdaq Stock Market upon consummation of the proposed business combination; (10) costs related to the proposed business combination; (11) expectations with respect to future operating and financial performance and growth, including when Cepton will generate positive cash flow from operations; (12) Cepton’s ability to raise funding on reasonable terms as necessary to develop its product in the timeframe contemplated by its business plan; (13) Cepton’s ability to execute its business plans and strategy; (14) the failure to satisfy the conditions to the consummation of the proposed business combination, including the approval of the proposed business combination and definitive agreements for the proposed business combination by the stockholders of GCAC; and (15) the occurrence of any event, change or other circumstance that could give rise to the termination of the proposed business combination. If any of these risks materialize or any of GCAC’s or Cepton’s assumptions prove incorrect, actual results could differ materially from the results implied by these forward-looking statements. Cepton and GCAC do not undertake to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. You should carefully consider the risk factors and uncertainties described in “Risk Factors,” “GCAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Cepton’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” “Forward-Looking Statements” and the additional risks described in the Registration Statement on Form S-4 (as amended, the “Registration Statement”) filed by GCAC with the SEC on September 8, 202, and declared effective by the SEC on January 24, 2022, and other documents filed by Cepton and GCAC and other documents filed by Cepton and GCAC from time to time with the SEC.
Additional Information and Where to Find It
The Registration Statement contains information about the proposed transaction and the respective businesses of Cepton and GCAC. On January 25, 2022, the final prospectus and definitive proxy statement was mailed to stockholders of record of GCAC common stock at the close of business on January 13, 2022, who are entitled to vote on the proposed transaction. GCAC stockholders are urged to read the final prospectus and definitive proxy statement in connection with the solicitation of proxies for the special meeting to be held to approve the proposed transaction, because these documents contain important information about GCAC, Cepton and the proposed transaction. Stockholders of GCAC will also be able to obtain a free copy of the proxy statement, as well as other filings containing information about GCAC, without charge, at the SEC’s website (www.sec.gov) or by calling 1-800-SEC-0330. Copies of the proxy statement and GCAC’s other filings with the SEC can also be obtained, without charge, by directing a request to: Growth Capital Acquisition Corp., 300 Park Avenue, 16th Floor, New York, NY 10022. Additionally, all documents filed with the SEC can be found on GCAC’s website, www.gcacorp.com.
Participants in the Solicitation
Cepton and GCAC and their respective directors and officers and other members of management and employees may be deemed participants in the solicitation of proxies in connection with the proposed business combination. GCAC stockholders and other interested persons may obtain, without charge, more detailed information regarding directors and officers of GCAC in the Registration Statement. Information regarding the persons who may, under SEC rules, be deemed participants in the solicitation of proxies from GCAC’s stockholders in connection with the proposed business combination is included in the definitive proxy statement/consent solicitation statement/prospectus that GCAC has filed with the SEC.
No Offer or Solicitation
This press release shall not constitute a solicitation of a proxy, consent, or authorization with respect to any securities or in respect of the proposed business combination. This press release shall also not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any states or jurisdictions in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction. No offering of securities shall be made except by means of a prospectus meeting the requirements of Section 10 of the Securities Act of 1933, as amended, or an exemption therefrom.
Contacts:
Karen Smith
President and CEO
ADVANTAGE PROXY, INC.
ksmith@advantageproxy.com
Phone: 206-870-8565
Fax: 206-870-8492
www.advantageproxy.com
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