Cepton Technologies and Growth Capital Acquisition Corp. Announce Committed Investment Agreement for up to $100 Million with Lincoln Park Capital
Cepton Technologies, Inc. (“Cepton”), a Silicon Valley innovator focused on the mass-market commercialization of high performance, high quality lidar solutions, announced today that it and Growth Capital Acquisition Corp (“GCAC”) (Nasdaq: GCAC) have entered into a committed investment agreement (“Purchase Agreement”) and related registration rights agreement for up to $100 million with Lincoln Park Capital Fund, LLC (“LPC”), a Chicago-based institutional investor, effective at the close of the business combination between Cepton and GCAC.
On August 4, 2021, Cepton, GCAC, and GCAC Merger Sub Inc., a Delaware corporation and a wholly-owned subsidiary of GCAC (“Merger Sub”) entered into a business combination agreement. Upon the close of the business combination, the combined company will be renamed to Cepton Inc. (“new Cepton”) and commence trading under the ticker “CPTN” on Nasdaq Capital Market.
Subject to the terms and conditions of the Purchase Agreement, the new Cepton will have the right, but not the obligation, to direct LPC to purchase up to an aggregate amount of $100 million of the new Cepton common stock over a 36-month period. Any sales of common stock to LPC will be subject to the filing and effectiveness of a related registration statement with the Securities and Exchange Commission which will not occur until after the close of the business combination. Thereafter, the new Cepton will control the timing and amount of any future sales to LPC and LPC is obligated to purchase such common stock at prevailing market prices. LPC has agreed not to cause or engage in any manner whatsoever any direct or indirect short selling or hedging of new Cepton’s shares of common stock. The Purchase Agreement does not contain any restrictions on the use of any of the proceeds and there are no financial covenants, participation rights, rights of first refusal, or penalties. There are no warrants or other derivative securities associated with the transaction. After the closing of the business combination, the Purchase Agreement may be terminated by GCAC or the new Cepton at any time, in its sole discretion, without any additional cost or penalty.