Item 1.01 Entry Into a Material Definitive Agreement.
As previously disclosed by
On
The foregoing description of the BCA Amendment is not complete and is qualified in its entirety by reference to the full text of the BCA Amendment, a copy of which is filed as Exhibit 2.1 hereto and is incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
On
A copy of the Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K. The Press Release is intended to be furnished and shall not be deemed "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
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
Cepton's 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
1
Additional Information and Where to Find It
GCAC has filed with the
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
No Offer or Solicitation
This Current Report on Form 8-K 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 Current Report on Form 8-K 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.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 2.1 Amendment to Business Combination Agreement, dated as ofJanuary 21, 2022 , by and amongGrowth Capital Acquisition Corp. ,GCAC Merger Sub Inc. andCepton Technologies, Inc. 99.1 Press Release ofCepton Technologies, Inc. , datedJanuary 24, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 2
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