Cepton, a Silicon Valley innovator and leader in high performance
MMT® lidar solutions, and Growth Capital, a publicly traded special
purpose acquisition company, announced today that they have entered
into a definitive business combination agreement (the “Business
Combination Agreement”), as well as related subscription agreements
for an aggregate $58.5 million private placement in connection with
the business combination (the “PIPE”). Upon the closing of the
transaction, the combined company will be renamed “Cepton, Inc.”
and is expected to be listed on the Nasdaq stock exchange under the
new ticker symbol “CPTN”.
The transaction with Cepton enables Growth
Capital to enter the lidar sector, one of the most innovative and
rapidly growing sectors, with particular focus on ADAS in
mass-market passenger vehicles. Founded in 2016 in San Jose,
California, by technologists from Stanford University, Cepton has
from its inception focused on ADAS, the largest-end market for
lidar. Cepton co-founder and CEO, Dr. Jun Pei, and co-founder and
CTO, Dr. Mark McCord, had a shared vision of how lidar could become
instrumental in dramatically reducing traffic collisions, in
eliminating the human and financial toll of avoidable vehicle and
pedestrian accidents, and in enabling safe autonomous driving for
passenger vehicles. They consequently built an accomplished team of
industry veterans at Cepton with deep lidar and optical technology
expertise to deploy state-of-the-art lidar sensors aimed at the
automotive market.
In realizing its founders’ vision for safety and
autonomy for everyday consumers, Cepton believes it is poised to
lead the ADAS lidar market after securing the largest ADAS lidar
series production award to-date† with a leading, global Top 5
automotive company (OEM)‡, in partnership with its current investor
and PIPE anchor investor, KOITO, a leading global automotive Tier 1
supplier.
Cepton’s unique value proposition is its
patented, directional lidar technology, known as MMT® (Micro Motion
Technology), that enables high performance at low cost, with
excellent manufacturability at high volume. The compact form factor
and low power consumption of Cepton MMT® lidars have enabled Tier 1
partners and customers to seamlessly integrate the lidars in
vehicle fascia, in headlamps, on the roof and behind windshields,
making them versatile for ADAS applications. The award-winning MMT®
lidars use a mirrorless, rotation-free and frictionless method for
three-dimensional (3D) imaging which maximizes optical efficiency,
reliability and scalability. These lidars also include Cepton’s
proprietary micro-optical lidar modules, with integrated, custom
lidar engine ASICs (Applications Specific Integrated Circuits) for
state-of-the-art illumination control and detection. The compelling
price paired with the high performance of Cepton’s lidars places
Cepton in a strong position to grow its core business beyond
mass-market ADAS, into the autonomous vehicles (AV) and adjacent
smart infrastructure markets.
Under the terms of the Business Combination
Agreement, Cepton shareholders will receive consideration in the
form of newly issued shares of Growth Capital common stock, valued
based upon a Cepton enterprise value of $1.5 billion on a
cash-free, debt-free basis. Upon closing, the combined company is
expected to have an estimated equity value of approximately $1.8
billion, which includes approximately $231 million in gross
proceeds, comprised of $172.5 million from Growth Capital’s trust
account (assuming no redemptions) and a $58.5 million fully
committed common stock PIPE, anchored by existing investor KOITO,
which satisfies the contractual closing cash condition. Cash
proceeds released from Growth Capital’s initial $172.5 million
trust account after any stockholder redemptions and payment of
transaction expenses and other Growth Capital liabilities will
remain with the combined company, and Cepton intends to use the
aggregate cash proceeds to accelerate its growth strategy,
including securing additional series production design wins at
other Top 10 automotive OEMs.
The boards of directors for both Cepton and
Growth Capital have unanimously approved the proposed business
combination, which is expected to be completed in the fourth
quarter of 2021, subject to, among other things, the approval by
Growth Capital’s stockholders, satisfaction of the conditions
stated in the definitive agreement and other customary closing
conditions, including a registration statement being declared
effective by the U.S. Securities and Exchange Commission (the
“SEC”), the receipt of certain regulatory approvals, and approval
by The Nasdaq Stock Market to list the securities of the combined
company.
Additional information about the proposed
transaction, including a copy of the Business Combination Agreement
and investor presentation, will be provided in a Current Report on
Form 8-K to be filed by Growth Capital with the SEC and available
at www.sec.gov. More information about the proposed transaction
will also be described in Growth Capital’s registration statement
relating to the business combination, which it will file with the
SEC.
“We founded Cepton with the goal of creating a
lidar that would be a key ADAS sensor to enable higher levels of
safety and autonomy for millions of consumer vehicles, and today’s
announcement is another step in making that vision a reality,” said
Dr. Pei. “Our merger with Growth Capital is a tremendous milestone
for Cepton because it enables us to accelerate our investment in
state-of-the-art lidar solutions and manufacturing partnerships
that are expected to make the next generation of road safety
accessible to mass-market consumer vehicles, not just luxury
vehicles. We anticipate that people will be able to purchase
vehicles with advanced driver assist features powered by Cepton’s
lidar technology by 2023. I am grateful to our investors,
employees, partners, and customers for enabling us to reach this
milestone and I look forward to working with the team at Growth
Capital to expand our market leadership position.”
Akis Tsirigakis, co-CEO of Growth Capital,
stated: “As we examined the market for lidar, a technology that
will affect almost every aspect of our everyday life, it became
clear to us that Cepton stands well above the rest with its large
ADAS series production win at a leading global Top 5 global
automotive OEM. That win, along with Cepton’s mature and
experienced leadership team, its world-class MMT® lidar technology,
and its partnerships with leading global automotive Tier 1
suppliers, puts Cepton in a pole position to substantially expand
its market share and maintain their leadership in the automotive
lidar space. We are very excited to be Cepton’s partner in fueling
the next phase of its growth.”
George Syllantavos, co-CEO of Growth Capital,
added: “Through this transaction, we offer our shareholders the
opportunity to participate in the growth prospects of this
innovative company within the exciting lidar sector. The size of
Cepton’s auto OEM series production award sets a milestone not only
for the company, but for the entire lidar industry, as it is an
important step towards mass adoption for the automotive industry.
Cepton is a company at the forefront of technological advancements
with a robust patent portfolio and the coveted, patented MMT® lidar
technology, which has enabled it to generate ongoing engagements
with all of the Top 10 global OEMs. We are excited about the future
and are committed to contribute to the company’s success.”
† Largest known ADAS lidar series
production award based on number of vehicle models
awarded‡ Ranking based on IHS light vehicle production volume
rankings for 2019
Advisors
J.P. Morgan Securities LLC (“J.P. Morgan”) is
serving as financial advisor to Cepton and O'Melveny & Myers
LLP is serving as legal counsel to Cepton. Maxim Group LLC
(“Maxim”) is serving as financial advisor to Growth Capital and
Ellenoff Grossman & Schole LLP is serving as legal counsel to
Growth Capital.
J.P. Morgan is acting as lead placement agent to
Growth Capital. Maxim is also serving as joint placement agent.
Skadden, Arps, Slate, Meagher & Flom LLP is serving as legal
counsel to the placement agents.
Maxim and Craig-Hallum Capital Group LLC are
acting as capital markets advisors to Growth Capital.
Conference Call, Webcast and
Presentation Information
Management of Growth Capital and Cepton will
host an investor call on Thursday August 5th at 9:00 am EDT to
discuss the proposed transaction. The conference call can be
accessed via dial-in using the following numbers:
- Toll Free: 1-800-231-0316
- Toll/International:
1-314-696-0504
Alternatively, participants can use this webcast
link: http://public.viavid.com/index.php?id=146215
About Cepton Technologies,
Inc.Cepton provides state-of-the-art, intelligent,
lidar-based solutions for a range of markets such
as automotive (ADAS/AV), smart cities, smart
spaces and smart industrial applications. Cepton’s patented
MMT®-based lidar technology enables reliable, scalable and
cost-effective solutions that deliver long range, high resolution
3D perception for smart applications.
Founded in 2016 and led by industry veterans
with over two 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, California,
with a presence in North America, Germany, Japan, India and China,
to serve a fast-growing global customer base. For more information,
visit www.cepton.com.
About Growth Capital Acquisition
Corp.
Growth Capital Acquisition Corp. (“Growth
Capital”) 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. Growth Capital 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 Growth Capital 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 Growth Capital’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 our 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 Growth Capital 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 Growth Capital 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 Growth
Capital’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 Growth Capital; 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 Growth Capital’s or
Cepton’s assumptions prove incorrect, actual results could differ
materially from the results implied by these forward-looking
statements. Cepton and Growth Capital do not undertake to publicly
update or revise any forward-looking statements, whether as a
result of new information, future events or otherwise. See “Risk
Considerations” in the investor presentation, which will be
provided in a Current Report on Form 8-K to be filed by Growth
Capital with the SEC and available at www.sec.gov
Additional Information and Where to Find
It
Growth Capital intends to file with the SEC a
registration statement on Form S-4 with a proxy statement
containing information about the proposed transaction and the
respective businesses of Cepton and Growth Capital. Growth Capital
will mail a final prospectus and definitive proxy statement and
other relevant documents after the SEC completes its review. Growth
Capital 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 Growth Capital, Cepton and the
proposed transaction. The final prospectus and definitive proxy
statement will be mailed to stockholders of Growth Capital as of a
record date to be established for voting on the proposed
transaction. Stockholders of Growth Capital will also be able to
obtain a free copy of the proxy statement, as well as other filings
containing information about Growth Capital, without charge, at the
SEC’s website (www.sec.gov) or by calling 1-800-SEC-0330. Copies of
the proxy statement and Growth Capital’s other filings with the SEC
can also be obtained, without charge, by directing a request to:
Growth Capital Acquisition Corp. 300 Park Avenue, New York, NY
10022. Additionally, all documents filed with the SEC can be found
on Growth Capital’s website, www.gcaccorp.com.
Participants in the
Solicitation
Cepton and Growth Capital 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. Growth
Capital stockholders and other interested persons may obtain,
without charge, more detailed information regarding directors and
officers of Growth Capital in Growth Capital’s Annual Report on
Form 10-K for the fiscal year ended March 31, 2021, which was filed
with the SEC on July 19, 2021. Information regarding the persons
who may, under SEC rules, be deemed participants in the
solicitation of proxies from Growth Capital’s stockholders in
connection with the proposed business combination will be included
in the definitive proxy statement/prospectus that Growth Capital
intends to file 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.
Cepton Contacts
Media Relations: media@cepton.com Investor Relations:
InvestorRelations@cepton.com
Growth Capital Contact
Email: inquiries@gcacorp.com Website: www.gcacorp.com
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