UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant
to Section 13 or 15(d) of the Securities
Exchange Act of 1934
Date of Report (Date of earliest event reported):
September 15, 2021 (September 9, 2021)
GROWTH
CAPITAL ACQUISITION CORP.
(Exact name of registrant as specified in
its charter)
Delaware
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001-39959
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27-2447291
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(State or other jurisdiction
of incorporation)
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(Commission File Number)
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(IRS Employer
Identification No.)
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300 Park Avenue, 16th Floor
New York, New York 10022
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(Address of principal executive offices, including zip code)
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Registrant’s telephone number, including
area code: 212-895-3500
Not Applicable
(Former name or former address, if changed
since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of Each Class
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Trading Symbol(s)
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Name of Each Exchange on Which Registered
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Units, each consisting of one share of Class A common stock and one-half of one Redeemable Warrant
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GCACU
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The Nasdaq Stock Market LLC
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Class A common stock, par value $0.0001 per share
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GCAC
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The Nasdaq Stock Market LLC
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Redeemable
warrants, exercisable for Class A common stock at an exercise price of $11.50 per share
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GCACW
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The Nasdaq Stock Market LLC
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Check the appropriate box below if the
Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
x
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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¨
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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¨
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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¨
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Indicate by check mark whether the registrant
is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2
of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging
growth company x
If an emerging growth company, indicate
by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial
accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 7.01 Regulation FD Disclosure.
On September 9, 2021 and September 10, 2021, representatives
of Cepton Technologies, Inc., a Delaware corporation (“Cepton”), including the Chief Executive Officer, Dr. Jun Pei,
and the Chief Financial Officer, Dr. Winston Fu, presented at the RBC Capital Markets Global Industrials Conference (the “RBC
Conference”) and Cowen’s 14th Annual Global Transportation & Sustainability Mobility Conference (the “Cowen
Conference”), respectively.
The transcripts of the RBC Conference and the
Cowen Conference (collectively, the “Transcripts”) are furnished herewith as Exhibit 99.1 and 99.2, respectively, to
this Current Report on Form 8-K. The Transcripts are 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 Growth Capital Acquisition Corp., a Delaware corporation (“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 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 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.
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 GCAC’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 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
SIGNATURE
Pursuant to the requirements
of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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GROWTH CAPITAL ACQUISITION CORP.
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By:
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/s/ George Syllantavos
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Name:
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George Syllantavos
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Title:
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Co-Chief Executive Officer
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Dated: September 15, 2021
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