Item 7.01 Regulation FD Disclosure.
As previously announced on December 29, 2021, Cepton Technologies, Inc., a
Delaware corporation ("Cepton") canceled its in-person participation at the
upcoming Consumer Electronics Show ("CES") from January 5, 2022 to January 8,
2022 due to the rise in COVID-19 cases across the United States. Cepton is
scheduled to attend virtual investors meetings at CES from January 5, 2022 to
January 7, 2022, and has prepared presentation materials that Cepton intends to
use in this regard. A copy of the presentation materials to be used is furnished
as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by
reference.
The information contained in this Current Report on Form 8-K, including the
exhibit referenced herein, is being 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.
Such information shall not be incorporated by reference into any filing under
the Securities Act of 1933, as amended, or the Exchange Act, whether made before
or after the date hereof, regardless of any general incorporation language in
such filing. The furnishing of this information will not be deemed an admission
as to the materiality of any information contained herein.
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 Growth Capital Acquisition Corp., a Delaware corporation
("GCAC") and the transactions contemplated by the proposed business combination,
and the parties' perspectives and expectations, are forward-looking statements.
Such forward-looking statements, including expectations regarding the
availability of Advances under the Loan Agreement, 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 the inability of the parties to successfully or timely consummate the
proposed business combination, and the risk that the transaction is subject to
unanticipated conditions that could adversely affect the combined company or the
expected benefits of the proposed business combination or the Loan Agreement. 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 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 may be further amended, the
"Registration Statement") filed by GCAC with the Securities and Exchange
Commission (the "SEC") on September 8, 2021, and other documents filed by Cepton
and GCAC from time to time with the SEC. Further, since the Registration
Statement has not been declared effective by the SEC, the final proxy
statement/consent solicitation statement/prospectus forming a part of the
Registration Statement may contain additional risks, which may be material.
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Additional Information and Where to Find It
GCAC has filed with the SEC the Registration Statement, which contains
information about the proposed transaction and the respective businesses of
Cepton and GCAC. GCAC will mail a final prospectus and definitive proxy
statement and other relevant documents after the SEC completes its review. GCAC
stockholders are urged to read the preliminary prospectus and proxy statement
and any amendments thereto and 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 will
contain important information about GCAC, Cepton and the proposed transaction.
The final prospectus and definitive proxy statement will be mailed to
stockholders of GCAC as of a record date to be established for voting on 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.gcaccorp.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 will be included in the
definitive proxy statement/prospectus that GCAC intends to file with the SEC.
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
99.1 Investor Presentation
104 Cover Page Interactive Data File (embedded within the Inline XBRL document)
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