Holders of approximately 72.94% of Growth Capital’s issued and outstanding shares cast votes at today’s special meeting. Although 93.82% of the votes were in favor of the business combination, GCAC disclosed that 15,589,540 shares were redeemed at $10. As a result, $155.9 million, or 90.374%, will be removed from the trust, leaving the SPAC with 1,660,460 public SPAC shares.
However, this deal has a $58.5 million PIPE anchored by existing Cepton investor, Japan-based Koito Manufacturing, a global Tier 1 automotive supplier, which matches the minimum cash closing condition of $58.5 million.
Additionally, in late November, Growth Capital signed a committed investment agreement with Lincoln Park Capital Fund (“LPC”) that gives Cepton the right, but not the obligation, to direct LPC to purchase up to an aggregate amount of $100 million of new Cepton common stock over a 36-month period.
The parties expect to close the transaction shortly and the combined company will be named “Cepton, Inc.” Its common stock and warrants are expected to start trading on the Nasdaq Capital Market following the closing under the new ticker symbols “CPTN” and “CPTNW,” respectively.
Growth Capital originally announced its $1.5 billion deal with Cepton last year on August 5. San Jose, California-based Cepton is developing lidar arrays for autonomous driving and applications in smart cities and industrial settings.
- J.P. Morgan Securities LLC (“J.P. Morgan”) is serving as financial advisor to Cepton
- O’Melveny & Myers LLP is serving as legal counsel to Cepton.
- Maxim Group LLC (“Maxim”) is serving as financial advisor to Growth Capital
- 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.
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