Item 1.01 Entry Into a Material Definitive Agreement.
As previously disclosed by
On
The foregoing description of the Subscription Agreement Amendment is not complete and is qualified in its entirety by reference to the full text of the Subscription Agreement Amendment, a copy of which is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
Item 5.07 Submission of Matters to a Vote of Security Holders.
On
The approval of the Business Combination Proposal, the Nasdaq Proposal, the
Incentive Plan Proposal and the ESPP Proposal (each as defined in the Proxy
Statement) required the affirmative vote of the holders of a majority of the
shares of GCAC common stock cast by the stockholders represented in person
(which would include presence at a virtual meeting) or by proxy and entitled to
vote thereon at the Special Meeting. The approval of the Amended and Restated
Charter Proposal required the affirmative vote in person (which would include
presence at a virtual meeting) or by proxy of a majority of the issued and
outstanding shares of GCAC common stock and a majority of the issued and
outstanding shares of GCAC Class A common stock as of
A summary of the final voting results at the Special Meeting is set forth below:
Proposal 1 - The Business Combination Proposal
GCAC's stockholders approved Proposal 1 - the adoption and approval of the
Business Combination Agreement, dated as of
For Against Abstain 14,755,209 971,673 500
Proposal 2 - The Amended and Restated Charter Proposal
GCAC's stockholders approved Proposal 2 - to approve the amendment and restatement, in connection with the closing of the Business Combination, of GCAC's existing amended and restated certificate of incorporation by adopting the second amended and restated certificate of incorporation of GCAC. The votes cast were as follows:
Holders of GCAC common stock For Against Abstain 14,757,416 969,966 0
Holders of GCAC Class A common stock
For Against Abstain 10,444,916 969,966 0
Proposal 3 - The Nasdaq Proposal
GCAC's stockholders approved Proposal 3 - to approve, for purposes of complying
with the applicable listing rules of the
For Against Abstain 14,757,689 969,693 0 1
Proposal 4 - The Incentive Plan Proposal
GCAC's stockholders approved Proposal 4 - to approve and adopt the 2022 Equity Incentive Plan (the "Incentive Plan"), including the initial share reserve and automatic increases under the Incentive Plan. The votes cast were as follows:
For Against Abstain 13,983,480 1,618,902 125,000
Proposal 5 - The ESPP Proposal
GCAC's stockholders approved Proposal 5 - to approve and adopt the Employee Stock Purchase Plan (the "ESPP"), including the authorization of the initial share reserve and automatic increases under the ESPP. The votes cast were as follows:
For Against Abstain 14,750,923 976,459 0
As there were sufficient votes at the time of the Special Meeting to approve each of the above proposals, the "Adjournment Proposal" described in the Proxy Statement was not presented to stockholders.
Following the consummation of the Business Combination, the common stock and
warrants of
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 Business Combination, and the parties'
perspectives and expectations, are forward-looking statements. Such statements
include, but are not limited to, statements regarding the Business Combination ,
including the anticipated initial enterprise value and post-closing equity
value, the benefits of the Business Combination, 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 Business
Combination. 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
2 Item 8.01 Other Events.
An aggregate of 15,589,540 shares of GCAC's Class A common stock were presented
for redemption in connection with the Special Meeting in exchange for a pro rata
portion of the funds in the GCAC's trust account (the "Trust Account"). As a
result, approximately
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits Exhibit No. Description 10.1 Form of Amendment to Subscription Agreement, dated as ofFebruary 3, 2022 , by and amongGrowth Capital Acquisition Corp. , and thePIPE Investors . 99.1 Press Release ofGrowth Capital Acquisition Corp. , datedFebruary 9, 2022 . 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 3
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