424B3 1 f424b30122_growthcap.htm PROSPECTUS

Filed Pursuant to Rule 424(b)(3)
File No. 333-259391

PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS

 

January 24, 2022

TO THE STOCKHOLDERS OF GROWTH CAPITAL ACQUISITION CORP. AND CEPTON TECHNOLOGIES, INC.:

We are pleased to enclose the proxy statement/consent solicitation statement/prospectus of Growth Capital Acquisition Corp., a Delaware corporation (“GCAC”), relating to the proposed merger (the “Merger”) of GCAC Merger Sub Inc., a Delaware corporation and newly formed wholly-owned subsidiary of GCAC (“Merger Sub”), with and into Cepton Technologies, Inc., a Delaware corporation (“Cepton”), pursuant to a Business Combination Agreement, dated as of August 4, 2021 (as amended by the Amendment to the Business Combination Agreement, dated as of January 21, 2022, and as it may be further amended or supplemented from time to time, the “Business Combination Agreement”), by and among GCAC, Merger Sub and Cepton. If (i) the Business Combination Agreement is adopted and the Merger and the other transactions contemplated thereby (collectively, the “Business Combination”) are approved by GCAC’s and Cepton’s stockholders, and (ii) the Business Combination is subsequently completed, Merger Sub will merge with and into Cepton with Cepton surviving the Business Combination as a wholly-owned subsidiary of GCAC, and all shares of Cepton stock issued and outstanding immediately prior to the effective time of the Merger (the “Effective Time”) (other than those properly exercising any applicable dissenters or appraisal rights under applicable law) will be converted into the right to receive shares of GCAC common stock as set forth herein. Upon the consummation of the Business Combination, GCAC will change its name to “Cepton, Inc.” We refer to GCAC following the consummation of the Business Combination as “New Cepton” and the shares of GCAC common stock following the consummation of the Business Combination as the “New Cepton common stock.”

Subject to the terms and conditions set forth in the Business Combination Agreement, among other matters, at the Effective Time:

(i)     each share of Cepton common stock will be converted into the right to receive a number of shares of New Cepton common stock equal to (a)(1) the equity value assigned to Cepton of $1,500,000,000, divided by (2) the total number of Cepton Outstanding Shares (as defined below), divided by (b) 10 (the “Per Share Stock Consideration”); and

(ii)    each option to purchase shares of Cepton common stock, whether or not exercisable and whether or not vested, that is outstanding immediately prior to the Effective Time will be assumed by GCAC and converted into an option to purchase shares of New Cepton common stock (each, a “Converted Option”).

The exact number of shares of New Cepton common stock to be issued in connection with the conversion of each share of Cepton common stock remains subject to adjustment based on the number of equity securities of Cepton outstanding as of immediately prior to the Effective Time and shall be finally determined in accordance with, and subject to, the terms of the Business Combination Agreement.

In connection with the execution of the Business Combination Agreement, GCAC entered into subscription agreements (the “Subscription Agreements”) with the investors named therein (the “PIPE Investors”), pursuant to which GCAC agreed to issue and sell to the PIPE Investors approximately $59.5 million of GCAC Class A common stock immediately prior to closing of the Merger (the “PIPE Investment”). The PIPE Investment is conditioned on the concurrent closing of the Merger and other customary closing conditions.

It is anticipated that, upon the completion of the Business Combination, GCAC’s public stockholders will retain an ownership interest of approximately 10.2% of the outstanding capital stock of New Cepton, Growth Capital Sponsor LLC, GCAC’s sponsor, and other the other members of the Sponsor Group (as defined in proxy statement/consent solicitation statement/prospectus) will retain an aggregate ownership interest of approximately 2.5% of the outstanding capital stock of New Cepton, the PIPE Investors will retain an aggregate ownership interest of approximately 3.5% of the outstanding capital stock of New Cepton, and the Cepton stockholders will own approximately 83.8% of the outstanding capital stock of New Cepton. On a diluted basis, reflecting the vested Cepton options as of September 30, 2021, GCAC’s public shareholders will retain 9.7% and the Cepton Stockholders would retain an aggregate of 84.5% of the capital stock of Cepton. The foregoing ownership percentages with respect to New Cepton following the Business Combination exclude any outstanding Warrants and

 

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assume that (i) there are no redemptions of any shares by GCAC’s public stockholders in connection with the Business Combination (or in connection with an amendment to the GCAC Charter prior to the Closing to extend the deadline by which GCAC must complete its initial business combination), (ii) no awards are issued under New Cepton’s 2022 Equity Incentive Plan, (iii) no shares are issued under the New Cepton’s Employee Stock Purchase Plan, (iv) no warrants are issued in respect of additional funds provided to the Company for working capital, and (v) GCAC does not engage in any kind of additional equity financing prior to the Closing. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by GCAC’s existing stockholders in New Cepton will be different.

GCAC’s units, GCAC’s Class A common stock and GCAC’s public warrants are publicly traded on the Nasdaq Capital Market (“Nasdaq”). GCAC will apply to list the New Cepton common stock and public warrants on Nasdaq under the symbols “CPTN” and “CPTNW”, respectively, upon the Closing. Upon the Closing, GCAC’s units will be separated into their component securities and will cease to be listed on Nasdaq.

GCAC will hold a virtual special meeting of its stockholders (the “GCAC Special Meeting”) in order to obtain the stockholder approvals necessary to complete the Business Combination. At the GCAC Special Meeting, which will be held exclusively via a live audio webcast at https://www.cstproxy.com/gcacorp/2022, on February 9, 2022 at 10:00 a.m., Eastern time, unless postponed or adjourned to a later date, GCAC will ask its stockholders to adopt the Business Combination Agreement and the related transactions, thereby approving the Business Combination, and to approve the other proposals described in this proxy statement/consent solicitation statement/prospectus. To participate in the virtual meeting, a GCAC stockholder of record will need the control number included on such stockholder’s proxy card or instructions that accompanied such stockholder’s proxy materials. If a GCAC stockholder holds his, her or its shares in “street name,” which means his, her or its shares are held of record by a broker, bank or other nominee, such GCAC stockholder should contact his, her or its broker, bank or nominee to ensure that votes related to the shares he, she or it beneficially owns are properly counted. In this regard, such GCAC stockholder must provide the record holder of his, her or its shares with instructions on how to vote his, her or its shares or, if such GCAC stockholder wishes to attend the GCAC Special Meeting and vote in person, obtain a proxy from his, her or its broker, bank or nominee. The live audio webcast of the GCAC Special Meeting will begin promptly at 10:00 a.m., Eastern Time. GCAC stockholders are encouraged to access the GCAC Special Meeting prior to the start time. If you encounter any difficulties accessing the virtual meeting or during the meeting time, please call the technical support number that will be posted on the virtual meeting login page.

If you have any questions or need assistance voting your GCAC common stock, please contact Advantage Proxy, GCAC’s proxy solicitor, by calling (877) 870-8565 (toll free) or (206) 870-8565 (collect), or banks and brokers can call (206) 870-8565 (collect), or by emailing ksmith@advantageproxy.com. This notice of the GCAC Special Meeting is and the proxy statement/consent solicitation statement/prospectus relating to the Business Combination will be available at https://www.cstproxy.com/gcacorp/2022.

Cepton will be soliciting consents from its stockholders in order to obtain the stockholder approvals necessary to complete the Business Combination. Eligible Cepton stockholders will be required to return their signed written consents in accordance with the instructions set forth in this proxy statement/consent solicitation statement/prospectus on or before February 3, 2022.

After careful consideration, the respective GCAC and Cepton boards of directors have unanimously approved the Business Combination Agreement and the Business Combination, and the board of directors of GCAC has approved the other GCAC proposals described in this proxy statement/consent solicitation statement/prospectus, and each of the GCAC and Cepton boards of directors has determined that it is advisable to consummate the Business Combination.

The GCAC board of directors recommends that its stockholders vote “FOR” the GCAC proposals described in this proxy statement/consent solicitation statement/prospectus, and the Cepton board of directors recommends that its stockholders sign and return to Cepton the written consent indicating their approval of the Business Combination Agreement and the Business Combination.

This proxy statement/consent solicitation statement/prospectus provides you with detailed information about the Business Combination and other matters to be considered at the GCAC Special Meeting and with respect to the Cepton written consent. GCAC and Cepton urge you to read the accompanying proxy statement/consent solicitation statement/prospectus including the financial statements and annexes and other documents referred to herein, carefully and in their entirety. In particular, when GCAC stockholders consider

 

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the recommendation regarding these proposals by the board of directors of GCAC, they should keep in mind that GCAC’s directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, their interests as a GCAC stockholder. For instance, the Sponsor will benefit from the completion of a business combination and may be incentivized to complete a business combination that is less favorable to shareholders rather than liquidating GCAC. In addition, you should carefully consider the matters discussed under “Risk Factors” beginning on page 62 of this proxy statement/consent solicitation statement/prospectus.

Your vote is very important.    If you are a GCAC stockholder, whether or not you plan to attend the GCAC Special Meeting, please take the time to vote as soon as possible. If you are a Cepton stockholder, please take the time to sign and return your written consent as soon as possible.

Very truly yours,

/s/ Prokopios “Akis” Tsirigakis

 

/s/ Jun Pei

Prokopios “Akis” Tsirigakis

 

Jun Pei

Chairman and Co-Chief Executive Officer of GCAC

 

Chief Executive Officer and Director of Cepton

Neither the U.S. Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Business Combination or the other transactions contemplated thereby, as described in this proxy statement/consent solicitation statement/prospectus, or passed upon the adequacy or accuracy of the disclosure in this proxy statement/consent solicitation statement/prospectus. Any representation to the contrary is a criminal offense.

This proxy statement/consent solicitation statement/prospectus is dated January 24, 2022, and is first being mailed to stockholders of GCAC and Cepton on or about January 25, 2022.

 

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Growth Capital Acquisition Corp.
300 Park Avenue, 16
th Floor
New York, New York 10022

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
To Be Held On February 9, 2022
10:00 a.m, Eastern Time

January 24, 2022

TO THE STOCKHOLDERS OF GROWTH CAPITAL ACQUISITION CORP.:

NOTICE IS HEREBY GIVEN that a special meeting of stockholders (the “GCAC Special Meeting”) of Growth Capital Acquisition Corp., a Delaware corporation (“GCAC”), will be held virtually at https://www.cstproxy.com/gcacorp/2022 Eastern Time on February 9, 2022. Details on how to participate are set forth in the section titled “The GCAC Special Meeting” of the accompanying proxy statement/consent solicitation statement/prospectus. At the GCAC Special Meeting, GCAC stockholders will be asked to consider and vote upon the following proposals (the “Proposals”):

(i)     The Business Combination Proposal (Proposal 1) — To approve and adopt the Business Combination Agreement, dated as of August 4, 2021 (as amended by the Amendment to the Business Combination Agreement, dated as of January 21, 2022, and as it may be further amended or supplemented from time to time, the “Business Combination Agreement”), by and among Growth Capital Acquisition Corp., a Delaware corporation (“GCAC”), GCAC Merger Sub Inc., a Delaware corporation and newly formed wholly-owned subsidiary of GCAC (“Merger Sub”), and Cepton Technologies, Inc., a Delaware corporation (“Cepton”), and approve the transactions contemplated thereby, including the merger of Merger Sub with and into Cepton, with Cepton continuing as the surviving corporation (the “Surviving Subsidiary”) and as a wholly-owned subsidiary of GCAC (the “Merger” and, together with the other transactions contemplated by the Business Combination Agreement, the “Business Combination”). Subject to the terms and conditions set forth in the Business Combination Agreement, among other matters, at the effective time of the Merger (the “Effective Time”):

(a)     the outstanding shares of Class A common stock, par value $0.0001 per share, of GCAC (“GCAC Class A common stock”), including any shares of Class B common stock, par value $0.0001 per share, of GCAC (“GCAC Class B common stock”, and together with the GCAC Class A common stock, the “GCAC common stock”) that are converted into GCAC Class A common stock in accordance with GCAC’s amended and restated certificate of incorporation, as amended (the “GCAC Charter”), will be redesignated as common stock, par value $0.00001 per share, of Cepton, Inc. (which will be the new name of GCAC after the Closing, as described below) (referred to herein as “New Cepton common stock”);

(b)    each share of Cepton common stock (other than those properly exercising any applicable dissenters or appraisal rights under applicable law) will be converted into the right to receive a number of shares of common stock of New Cepton equal to (a)(1) the equity value assigned to Cepton of $1,500,000,000, divided by (2) the total number of Cepton Outstanding Shares (as defined below), divided by (b) 10 (the “Merger Consideration”); and

(c)     each option to purchase shares of Cepton common stock, whether or not exercisable and whether or not vested, that is outstanding immediately prior to the Effective Time will be assumed by GCAC and converted into an option to purchase shares of New Cepton common stock (each, a “Converted Option”).

 

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We refer to this proposal as the “Business Combination Proposal.” A copy of the Business Combination Agreement is attached to the proxy statement/consent solicitation statement/prospectus as Annex A-1 and an amendment to the Business Combination Agreement is attached as Annex A-2.

(ii)    Amended and Restated Charter Proposal (Proposal 2) — To consider and vote upon a proposal to amend, in connection with the closing of the Business Combination, the GCAC Charter by adopting the second amended and restated certificate of incorporation attached hereto as Annex B (the “Amended and Restated Charter”), which we refer to as the “Amended and Restated Charter Proposal”;

(iii)   The Nasdaq Proposal (Proposal 3) To consider and vote upon, for purposes of complying with the applicable listing rules of the Nasdaq Stock Market, the issuance of (i) shares of GCAC common stock pursuant to the Business Combination Agreement and (ii) approximately $59.5 million of shares of GCAC Class A common stock to investors (“PIPE Investors”) in connection with the Business Combination (the “PIPE Investment”), which we refer to as the “Nasdaq Proposal”;

(iv)   Incentive Plan Proposal (Proposal 4) To consider and vote upon a proposal to adopt the 2022 Equity Incentive Plan (the “2022 Plan”), a copy of which is attached to the accompanying proxy statement/consent solicitation statement /prospectus as Annex D, which we refer to as the “Incentive Plan Proposal”;

(v)    Employee Stock Purchase Plan Proposal (Proposal 5) To consider and vote upon a proposal to adopt the Employee Stock Purchase Plan (the “ESPP”), a copy of which is attached to the accompanying proxy statement/consent solicitation statement/prospectus as Annex E, which we refer to as the “ESPP Proposal”; and

(vi)   The Adjournment Proposal (Proposal 6) — To consider and vote upon a proposal to adjourn the GCAC Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the GCAC Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Amended and Restated Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal or the ESPP Proposal. We refer to this proposal as the “Adjournment Proposal” and, together with the Business Combination Proposal, the Amended and Restated Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the ESPP Proposal, as the “Proposals.”

Only holders of record of GCAC common stock at the close of business on January 13, 2022 (the “Record Date”) are entitled to notice of the GCAC Special Meeting and to vote at the GCAC Special Meeting and any adjournments or postponements of the GCAC Special Meeting. A complete list of GCAC stockholders of record entitled to vote at the GCAC Special Meeting will be available for ten days before the GCAC Special Meeting at the principal executive offices of GCAC for inspection by stockholders during ordinary business hours for any purpose germane to the GCAC Special Meeting.

Pursuant to the GCAC Charter, GCAC is providing GCAC public stockholders with the opportunity to redeem, upon the closing of the Business Combination, shares of GCAC Class A common stock then held by them for cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of our initial business combination, including interest earned on the funds held in the trust account and not previously released to GCAC to pay its taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. As of January 21, 2022, based on funds in the Trust Account of approximately $172.5 million as of such date, the pro rata portion of the funds available in the Trust Account for the redemption of public shares of GCAC Class A common stock was approximately $10.00 per share. GCAC public stockholders are not required to affirmatively vote for or against the Business Combination in order to redeem their shares of common stock for cash. This means that public stockholders who hold shares of GCAC Class A common stock on or before February 7, 2022 (two (2) business days before the GCAC Special Meeting) will be eligible to elect to have their shares of GCAC Class A common stock redeemed for cash in connection with the GCAC Special Meeting, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the GCAC Special Meeting. A public stockholder, together with any of his, her or its affiliates or any other person with whom it is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming in the aggregate his, her or its shares or, if part of such a group, the group’s shares, with respect to 25% or more of the shares of GCAC common stock included in the units of GCAC sold in the GCAC initial public offering (the “GCAC IPO”) (including overallotment securities sold to GCAC’s underwriters after the GCAC IPO).

 

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Holders of GCAC’s outstanding public warrants and units do not have redemption rights with respect to such securities in connection with the Business Combination. Holders of outstanding GCAC units must separate the underlying shares of GCAC Class A common stock and public warrants prior to exercising redemption rights with respect to the public GCAC Class A common stock. Our sponsor, Growth Capital Sponsor LLC, an affiliate of Maxim Group LLC, the underwriter of the GCAC IPO (our “Sponsor”), Nautilus Carriers LLC, an affiliate of our co-Chief Executive Officers (“Nautilus”) and our officers and directors have agreed to waive their redemption rights with respect to any shares of GCAC common stock they may hold in connection with the consummation of the Business Combination, and such shares will be excluded from the pro rata calculation used to determine the per-share redemption price. Currently, the Sponsor, Nautilus and officers and directors of GCAC beneficially own 33.8% of the issued and outstanding shares of GCAC common stock. The Sponsor, Nautilus and GCAC’s directors and officers have agreed to vote any shares of GCAC common stock owned by them in favor of the Business Combination, which would include the Business Combination Proposal and the other Proposals.

Your vote is very important, regardless of the number of shares of GCAC common stock that you own.    Approval of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal each requires the affirmative vote of the holders of a majority of the shares of GCAC common stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the GCAC Special Meeting. The approval of the Amended and Restated Charter Proposal requires the affirmative vote of holders of a majority of the issued and outstanding shares of GCAC common stock and a majority of the issued and outstanding shares of GCAC Class A Common Stock as of the Record Date for the GCAC Special Meeting. If the Business Combination Proposal is not approved, the Amended and Restated Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the ESPP Proposal will not be presented to the GCAC stockholders for a vote. The approval of the Business Combination Proposal, the Amended and Restated Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the ESPP Proposal are preconditions to the consummation of the Business Combination.

The GCAC board of directors has considered the Business Combination and the terms of the Business Combination Agreement (as amended through the date hereof), and unanimously approved and declared advisable the Business Combination Agreement and the Business Combination, upon the terms and conditions set forth in the Business Combination Agreement, and unanimously determined that Business Combination Agreement and the Business Combination are in the best interests of GCAC and its stockholders. The GCAC board of directors recommends that its stockholders vote “FOR” the proposals described in this proxy statement/consent solicitation statement/prospectus. When you consider the recommendation regarding these proposals by the GCAC board of directors, you should keep in mind that GCAC’s directors and officers have interests in the Business Combination that are different from or in addition to, or may conflict with, your interests as a GCAC stockholder. For instance, the Sponsor will benefit from the completion of a business combination and may be incentivized to complete a business combination that is less favorable to shareholders rather than liquidating GCAC. See the section entitled “The Business Combination Proposal — Certain Interests of GCAC’s Directors and Officers and Others in the Business Combination” for a further discussion of these considerations.

In accordance with the GCAC Charter, net tangible assets will be maintained at a minimum of $5,000,001 upon consummation of our initial business combination.

Your attention is directed to the proxy statement/consent solicitation statement/prospectus accompanying this notice (including the annexes thereto) for a more complete description of the proposed Business Combination and related transactions and each of the Proposals. We encourage you to read this proxy statement/consent solicitation statement/prospectus carefully. If you have any questions or need assistance voting your shares, please call us at (212) 895-3500.

 

By Order of the Board of Directors of GCAC

   

/s/ Prokopios “Akis” Tsirigakis

   

Prokopios “Akis” Tsirigakis
Chairman, Co-Chief Executive Officer and Director of GCAC

IF YOU RETURN YOUR PROXY CARD WITHOUT AN INDICATION OF HOW YOU WISH TO VOTE, YOUR SHARES WILL BE VOTED IN FAVOR OF EACH OF THE PROPOSALS.

 

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TO EXERCISE YOUR REDEMPTION RIGHTS, YOU MUST (I) IF YOU HOLD SHARES OF GCAC CLASS A COMMON STOCK THROUGH UNITS, ELECT TO SEPARATE YOUR UNITS INTO THE UNDERLYING SHARES OF GCAC CLASS A COMMON STOCK AND PUBLIC WARRANTS PRIOR TO EXERCISING YOUR REDEMPTION RIGHTS WITH RESPECT TO THE PUBLIC SHARES, (II) SUBMIT A WRITTEN REQUEST, INCLUDING THE LEGAL NAME, PHONE NUMBER AND ADDRESS OF THE BENEFICIAL OWNER OF THE SHARES FOR WHICH REDEMPTION IS REQUESTED, TO THE TRANSFER AGENT THAT YOUR PUBLIC SHARES BE REDEEMED FOR CASH AND (III) DELIVER YOUR SHARES OF GCAC CLASS A COMMON STOCK TO THE TRANSFER AGENT, PHYSICALLY OR ELECTRONICALLY USING THE DEPOSITORY TRUST COMPANY’S DEPOSIT WITHDRAWAL AT CUSTODIAN (DWAC) SYSTEM, IN EACH CASE, IN ACCORDANCE WITH THE PROCEDURES AND DEADLINES DESCRIBED IN THE PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS. IF THE BUSINESS COMBINATION IS NOT CONSUMMATED, THEN THE PUBLIC SHARES WILL NOT BE REDEEMED FOR CASH. IF YOU HOLD THE SHARES IN STREET NAME, YOU WILL NEED TO INSTRUCT THE ACCOUNT EXECUTIVE AT YOUR BANK OR BROKER TO WITHDRAW THE SHARES FROM YOUR ACCOUNT IN ORDER TO EXERCISE YOUR REDEMPTION RIGHTS. SEE “THE GCAC SPECIAL MEETING — REDEMPTION RIGHTS” IN THIS PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS FOR MORE SPECIFIC INSTRUCTIONS.

 

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Cepton Technologies, Inc.
399 West Trimble Road
San Jose, CA 95131

NOTICE OF SOLICITATION OF WRITTEN CONSENT

January 24, 2022

TO STOCKHOLDERS OF CEPTON TECHNOLOGIES, INC.:

On August 4, 2021, Growth Capital Acquisition Corp., a Delaware corporation (“GCAC”), GCAC Merger Sub Inc., a Delaware corporation and newly-formed, wholly-owned subsidiary of GCAC (“Merger Sub”), and Cepton Technologies, Inc., a Delaware corporation (“Cepton”), entered into a Business Combination Agreement (as amended by the Amendment to the Business Combination Agreement, dated as of January 21, 2022, and as it may be further amended or supplemented from time to time, the “Business Combination Agreement”) pursuant to which Merger Sub will merge with and into Cepton, with Cepton continuing as the surviving corporation (the “Surviving Subsidiary”) and as a wholly-owned subsidiary of GCAC (the “Merger” and, together with the other transactions contemplated by the Business Combination Agreement, including, but not limited to, the conversion of the Cepton Class F stock and Cepton preferred stock to Cepton common stock the “Business Combination”).

The accompanying proxy statement/consent solicitation statement/prospectus is being delivered to you on behalf of the Cepton board of directors to request that the Cepton stockholders as of the record date of January 24, 2022 (the “Cepton Record Date”) approve the adoption of the Business Combination Agreement and the Business Combination (the “Cepton Business Combination Proposal”) by executing and returning the written consent furnished with the accompanying proxy statement/consent solicitation statement/prospectus.

The accompanying proxy statement/consent solicitation statement/prospectus describes the Business Combination Agreement, the Business Combination and the actions to be taken in connection with the Business Combination and provides additional information about the parties involved. Please give this information your careful attention. A copy of the Business Combination Agreement is attached as Annex A-1 to the accompanying proxy statement/consent solicitation statement/prospectus and an amendment to the Business Combination Agreement is attached as Annex A-2.

A summary of the appraisal rights that may be available to you is described in “Appraisal Rights — Cepton Stockholder Appraisal Rights” beginning on page 282 of the accompanying proxy statement/consent solicitation statement/prospectus. Please note that if you wish to exercise appraisal rights you must not sign and return a written consent approving the adoption of the Business Combination Agreement and the Business Combination. However, so long as you do not return a written consent at all, it is not necessary to affirmatively vote against or disapprove the adoption of the Business Combination Agreement or the Business Combination. In addition, you must take all other steps necessary to perfect your appraisal rights.

The Cepton board of directors has considered the Business Combination and the terms of the Business Combination Agreement and unanimously approved and declared advisable the Business Combination Agreement and the Business Combination, upon the terms and conditions set forth in the Business Combination Agreement, and unanimously determined that Business Combination Agreement and the Business Combination are in the best interests of Cepton and its stockholders.

Please complete, date and sign the written consent furnished with the accompanying proxy statement/consent solicitation statement/prospectus and return it promptly to Cepton by one of the means described in “Cepton’s Solicitation of Written Consents” beginning on page 10 of the accompanying proxy statement/consent solicitation statement/prospectus.

 

By Order of the Board of Directors of Cepton,

   

/s/ Jun Pei

   

Jun Pei

   

Chief Executive Officer and Director of Cepton

 

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ABOUT THIS DOCUMENT

This document, which forms part of a registration statement on Form S-4 filed with the U.S. Securities and Exchange Commission by GCAC, constitutes a prospectus of GCAC under the Securities Act of 1933, as amended (the “Securities Act”), with respect to the shares of common stock of GCAC to be issued to Cepton’s stockholders under the Business Combination Agreement. This document also constitutes a notice of a meeting and a proxy statement of GCAC under Section 14(a) of the Exchange Act with respect to the special meeting at which GCAC stockholders will be asked to consider and vote on a proposal to approve the Business Combination by the approval and adoption of the Business Combination Agreement, among other matters. This document also constitutes a consent solicitation statement that Cepton is providing to the holders of Cepton common stock, Cepton Class F stock and Cepton preferred stock to solicit, among other things, the required written consent to adopt and approve in all respects the Business Combination Agreement and the transactions contemplated thereby.

You should rely only on the information contained or incorporated by reference into this proxy statement/consent solicitation statement/prospectus. No one has been authorized to provide you with information that is different from that contained in, or incorporated by reference into, this proxy statement/consent solicitation statement/prospectus. This proxy statement/consent solicitation statement/prospectus is dated as of the date set forth on the cover hereof. You should not assume that the information contained in this proxy statement/consent solicitation statement/prospectus is accurate as of any date other than that date. You should not assume that the information incorporated by reference into this proxy statement/consent solicitation statement/prospectus is accurate as of any date other than the date of such incorporated document. Neither the mailing of this proxy statement/consent solicitation statement/prospectus to GCAC stockholders or Cepton stockholders nor the issuance by GCAC of its common stock in connection with the Business Combination will create any implication to the contrary.

Information contained in this proxy statement/consent solicitation statement/prospectus regarding GCAC and its business, operations, management and other matters has been provided by GCAC and information contained in this proxy statement/consent solicitation statement/prospectus regarding Cepton and its business, operations, management and other matters has been provided by Cepton.

This proxy statement/consent solicitation statement/prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities, or the solicitation of a proxy or consent, in any jurisdiction to or from any person to whom it is unlawful to make any such offer or solicitation in such jurisdiction.

If you would like additional copies of this proxy statement/consent solicitation statement/prospectus or if you have questions about the Business Combination or the proposals to be presented at the special meeting, please contact GCAC’s proxy solicitor listed below. You will not be charged for any of the documents these documents that you request.

Karen Smith
President & CEO
Advantage Proxy
PO Box 13581
Des Moines, WA 98198
Toll Free: (877) 870-8565
Collect: (206) 870-8565
(banks and brokers can call collect at (206) 870-8565)
Email: ksmith@advantageproxy.com

In order for you to receive timely delivery of the documents in advance of the special meeting to be held on February 9, 2022, you must request the information by February 3, 2022.

For a more detailed description of the information incorporated by reference in this proxy statement/consent solicitation statement/prospectus and how you may obtain it, see the section captioned “Where You Can Find More Information” beginning on page 286 of this proxy statement/consent solicitation statement/prospectus.

 

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TABLE OF CONTENTS

 

Page

TRADEMARKS

 

1

MARKET AND INDUSTRY DATA

 

1

FREQUENTLY USED TERMS

 

2

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

7

CEPTON’S SOLICITATION OF WRITTEN CONSENTS

 

10

QUESTIONS AND ANSWERS

 

12

SUMMARY OF THE PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS

 

30

SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

54

SELECTED FINANCIAL AND OTHER DATA OF GCAC

 

59

RISK FACTORS

 

62

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

 

106

INFORMATION ABOUT THE PARTIES TO THE BUSINESS COMBINATION

 

124

THE GCAC SPECIAL MEETING

 

125

THE BUSINESS COMBINATION PROPOSAL (PROPOSAL 1)

 

133

THE AMENDED AND RESTATED CHARTER PROPOSAL (PROPOSAL 2)

 

170

THE NASDAQ PROPOSAL (PROPOSAL 3)

 

173

THE INCENTIVE PLAN PROPOSAL (PROPOSAL 4)

 

175

THE ESPP PROPOSAL (PROPOSAL 5)

 

181

THE ADJOURNMENT PROPOSAL (PROPOSAL 6)

 

185

INFORMATION ABOUT GCAC

 

186

GCAC’S MANAGEMENT

 

194

GCAC’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

200

Certain GCAC Relationships and Related Person Transactions

 

205

INFORMATION ABOUT CEPTON

 

207

CEPTON’S MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

225

DESCRIPTION OF SECURITIES OF GCAC

 

242

SECURITIES ACT RESTRICTIONS ON RESALE OF COMMON STOCK

 

251

COMPARISON OF STOCKHOLDER RIGHTS

 

252

BENEFICIAL OWNERSHIP OF SECURITIES

 

265

MANAGEMENT AFTER THE BUSINESS COMBINATION

 

268

EXECUTIVE AND DIRECTOR COMPENSATION OF CEPTON

 

275

CERTAIN CEPTON RELATIONSHIPS AND RELATED PERSON TRANSACTIONS

 

279

APPRAISAL RIGHTS

 

282

HOUSEHOLDING INFORMATION

 

283

LEGAL MATTERS

 

284

EXPERTS

 

284

TRANSFER AGENT AND REGISTRAR

 

284

DELIVERY OF DOCUMENTS TO STOCKHOLDERS AND WARRANTHOLDERS

 

285

SUBMISSION OF STOCKHOLDER PROPOSALS

 

285

FUTURE STOCKHOLDER PROPOSALS

 

285

STOCKHOLDER COMMUNICATIONS

 

285

WHERE YOU CAN FIND MORE INFORMATION

 

286

INDEX TO FINANCIAL STATEMENTS

 

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TRADEMARKS

GCAC and Cepton own or have rights to trademarks that they use in connection with the operation of their respective businesses and that are used in this proxy statement/consent solicitation statement/prospectus. This proxy statement/consent solicitation statement/prospectus also includes other trademarks, trade names and service marks that are the property of their respective owners. Solely for convenience, in some cases, the trademarks, trade names and service marks referred to in this proxy statement/consent solicitation statement/prospectus are listed without the applicable®, ™ and SM symbols, but they will assert, to the fullest extent under applicable law, their rights to these trademarks, trade names and service marks.

MARKET AND INDUSTRY DATA

This proxy statement/consent solicitation statement/prospectus includes industry position and industry data and forecasts that GCAC and Cepton obtained or derived from internal company reports, independent third party publications and other industry data. Some data are also based on good faith estimates, which are derived from internal company analyses or review of internal company reports as well as the independent sources referred to above. Although both GCAC and Cepton believe that the information on which the companies have based these estimates of industry position and industry data are generally reliable, the accuracy and completeness of this information is not guaranteed and they have not independently verified any of the data from third-party sources nor have they ascertained the underlying economic assumptions relied upon therein. GCAC’s and Cepton’s internal company reports have not been verified by any independent source. Statements as to industry position are based on market data currently available. While GCAC and Cepton are not aware of any misstatements regarding the industry data presented herein, these estimates involve risks and uncertainties and are subject to change based on various factors, including those discussed under the heading “Risk Factors” in this proxy statement/consent solicitation statement/prospectus.

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FREQUENTLY USED TERMS

Unless otherwise stated or unless the context otherwise requires, the terms “we,” “us,” “our,” and “GCAC” refer to Growth Capital Acquisition Corp.

In this document:

ADAS” means advanced driver assistance systems.

Amended and Restated Charter” means the second amended and restated certificate of incorporation of GCAC in the form included as Annex B to this proxy statement/consent solicitation statement/prospectus, to be adopted by GCAC pursuant to the Amended and Restated Charter Proposal.

Autograde means automotive-grade.

AV” means autonomous vehicles.

Business Combination” means the Merger and the other transactions contemplated by the Business Combination Agreement.

Business Combination Agreement” means the Business Combination Agreement, dated August 4, 2021, as amended by the Amendment to the Business Combination Agreement, dated as of January 21, 2022, and as it may be further amended or supplemented from time to time, by and among GCAC, Merger Sub and Cepton.

Business Combination Marketing Agreement” means the business combination marketing agreement, dated January 29, 2021, by and between the Company and Maxim.

Capital Markets Advisory Fee Engagement Letter” means the engagement letter between GCAC and Craig Hallum, dated as of August 4, 2021, pursuant to which Craig Hallum is providing certain capital markets advisory services to GCAC in accordance with the terms thereof.

CCC” refers to the California Corporations Code, as amended.

Cepton” means Cepton Technologies, Inc., a Delaware corporation, and includes the surviving corporation after the Merger. References herein to Cepton will include its subsidiaries to the extent reasonably applicable.

Cepton Board” means the board of directors of Cepton.

Cepton Business Combination Proposal” means the proposal to the Cepton stockholders to consider the Business Combination and to provide the required written consent to adopt and approve in all respects the Business Combination Agreement and the Business Combination, among other proposals.

Cepton Class F stock” means shares of Class F stock, par value of $0.00001 per share, of Cepton.

Cepton common stock” means shares of common stock, par value $0.001 per share, of Cepton.

Cepton Outstanding Shares” means the total number of shares of Cepton common stock, Cepton Class F stock and the Cepton preferred stock (on an “as-converted” to Cepton common stock basis) on a diluted basis as of the Closing Date using the treasury method of accounting, including, without duplication, the number of shares of Cepton common stock issuable upon conversion of Cepton preferred stock and Cepton Class F stock, the number of shares of Cepton common stock issued or issuable upon the exercise of all outstanding Cepton options and the shares of Cepton common stock underlying the Cepton warrant issued to Silicon Valley Bank on August 22, 2019, or any other equity equivalents, excluding, in all such cases, Cepton options that are not vested.

Cepton preferred stock” means shares of preferred stock, par value $0.001 per shares, of Cepton.

Cepton stock” means any of the Cepton common stock, Cepton preferred stock and Cepton Class F stock.

Cepton Stockholder Approval” means the approval of the holders by written consent or affirmative vote of (i) the holders of a majority of the Cepton preferred stock (voting together as a single class on an “as-converted” to Cepton common stock basis), (ii) the holders of a majority of Cepton common stock, Cepton Class F Stock and Cepton preferred stock outstanding (voting together as a single class on an “as-converted” to Cepton common stock basis); (iii) the holders of a majority of the Cepton common stock (voting together as a single class) and (iv) the holders of

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a majority of the Cepton Class F Stock outstanding (voting together as a single class on an “as-converted” to Cepton common stock basis) in favor of the approval and adoption of the Business Combination Agreement and the Business Combination.

Cepton stockholders” refers to holders of capital stock of Cepton as of the time immediately before the Effective Time.

Closing” means the closing of the Business Combination.

Closing GCAC Cash” means without duplication, an amount equal to (a) the funds contained in the Trust Account as of immediately prior to the Effective Time; plus (b) all other Cash and Cash Equivalents of GCAC; minus (c) the aggregate amount of cash proceeds that will be required to satisfy the redemption of any shares of GCAC Common Stock pursuant to the Redemption (to the extent not already paid); plus (d) the aggregate amount of cash committed to purchase shares of GCAC Class A common stock pursuant to the PIPE Subscription Agreements entered into prior to the Closing in connection with the PIPE Investment (and that has been funded to the escrow account in accordance with the Subscription Agreements solely to the extent such Subscription Agreement expressly contemplates the funding of such committed cash into an escrow account prior to the Closing) or pursuant to Forward Purchase Agreements.

Code” means the Internal Revenue Code of 1986, as amended.

Combined Entity” or “New Cepton” refers to Cepton, Inc. (which will be the new name of GCAC giving effect to the Business Combination, and which will include Cepton and any other direct or indirect subsidiaries of GCAC to the extent reasonably applicable).

Company Convertible Securities” means, collectively, each outstanding option, warrant, convertible note or other right to subscribe or purchase any capital stock of Cepton or securities convertible into or exchange for, or that otherwise confer on the holder any right to acquire any capital stock of Cepton.

COVID-19” means the coronavirus pandemic.

Craig-Hallum” means Craig-Hallum Capital Group LLC, a limited liability company.

DGCL” means the General Corporation Law of the State of Delaware, as amended.

DWAC” means The Depository Trust Company’s deposit withdrawal at custodian.

Earnout Shares” means the up to 13,000,000 shares of New Cepton common stock that may be issued to Cepton securityholders if certain share prices of New Cepton common stock are achieved and other conditions are satisfied.

Effective Time” means the effective time of the Merger in accordance with the Business Combination Agreement.

Exchange Act” means Securities Exchange Act of 1934, as amended.

Forward Purchase Agreement” means a forward purchase agreement with one or more investors to purchase equity securities of GCAC after the Closing on such terms and conditions as determined by the parties thereto.

Founder Shares” means GCAC Class B common stock initially purchased by our Sponsor, Nautilus and HB Strategies in private placement transactions prior to the GCAC IPO, and the shares of our Class A common stock issued upon the conversion thereof as provided herein.

Founder Warrants” means the Private Placement Warrants issued to the Sponsor Group in the Private Placement.

GCAC” means Growth Capital Acquisition Corp., a Delaware corporation, which will be renamed “Cepton, Inc.” in connection with the Closing.

GCAC Board” means the board of directors of GCAC.

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GCAC Charter” or “Charter” means GCAC’s current amended and restated certificate of incorporation as filed with the Secretary of State of the State of Delaware on January 29, 2021.

GCAC Class A common stock” means the Class A common stock, par value $0.0001, of GCAC.

GCAC Class B common stock” means the Class B common stock, par value $0.0001, of GCAC.

GCAC common stock” means any of the Class A common stock and the Class B common stock of GCAC.

GCAC IPO” means GCAC’s initial public offering that was consummated by GCAC on February 2, 2021.

GCAC IPO Prospectus” means the final prospectus of GCAC, dated as of January 29, 2021, in connection with the GCAC IPO, as filed with the SEC pursuant to Rule 424(b) under the Securities Act on February 2, 2021 (File No. 333-248087).

GCAC Special Meeting” means the special meeting of the stockholders of GCAC, to be held virtually at 10:00 a.m. Eastern Time on February 9, 2022.

HB Strategies” are to HB Strategies LLC, a Delaware limited liability company.

HSR Act” means the Hart-Scott-Rodino Antitrust Improvements Act of 1976, as amended.

Initial stockholders” means the Sponsor, Nautilus, HB Strategies, and any other holders of our founder shares prior to the GCAC IPO (or their permitted transferees).

J.P. Morgan” means J.P. Morgan Securities LLC, a limited liability company.

KPMG” means KPMG LLP, Cepton’s independent auditor.

M&A Advisory Engagement Letter means the engagement letter between GCAC and Maxim, dated as of August 4, 2021, pursuant to which Maxim is providing merger and acquisition advisory services to GCAC in connection with the Business Combination.

Marcum” means Marcum LLP, GCAC’s independent auditor.

Maxim” means Maxim Group LLC, the representative of the underwriters in GCAC’s initial public offering, co-placement agent with respect to the PIPE Investment, and as a merger and acquisitions advisor.

Merger” means the merger of Merger Sub with and into Cepton, with Cepton continuing as the surviving corporation and as a wholly-owned subsidiary of GCAC, in accordance with the terms of the Business Combination Agreement.

Merger Sub” means GCAC Merger Sub Inc., a Delaware corporation and wholly-owned subsidiary of GCAC.

Minimum Cash Condition” means the condition to the Closing, which may be waived by Cepton, that, upon the Closing, GCAC have cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment of the Redemption) and the proceeds of any PIPE Investment, prior to giving effect to the payment of GCAC’s unpaid transaction expenses or liabilities, at least equal to $58.5 million dollars.

Nautilus” means Nautilus Carriers LLC, a Delaware limited liability company, an affiliate of Prokopios “Akis” Tsirigakis and George Syllantavos, GCAC’s current co-Chief Executive Officers as of the date of this proxy statement/consent solicitation statement/prospectus.

New Cepton Board” means the board of directors of New Cepton.

New Cepton common stock” means the common stock, par value $0.0001 per share, of GCAC (which will be renamed Cepton, Inc.) following the Business Combination; such common stock was previously designated GCAC Class A common stock of GCAC, and New Cepton common stock will include any shares of GCAC Class B common stock that are converted into GCAC Class A common stock in connection with the Closing pursuant to the GCAC Charter.

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OEM” means automotive original equipment manufacturer.

“OEM-Bmeans General Motors.

“Per Share Stock Consideration” or “Per Share Stock Consideration Rate” means a number of shares of common stock of New Cepton equal to (a)(1) the equity value assigned to Cepton of $1,500,000,000, divided by (2) the total number of Cepton Outstanding Shares, divided by (b) 10.

PIPE Investment” refers to the sale of shares of newly issued GCAC Class A common stock to the PIPE Investors in a private placement.

PIPE Investors” means the investors in the PIPE Investment.

PIPE Shares” means an aggregate of 5,950,000 shares of GCAC Class A common stock to be issued to PIPE Investors in the PIPE Investment.

PIPE Subscription Agreements” means the subscription agreements, dated August 5, 2021 and October 19, 2021, by and among GCAC and the investors named therein relating to the PIPE Investment, the form of which is attached hereto as Annex F.

Placement Agent Engagement Letter” means the engagement letter by and among GCAC, Maxim and J.P. Morgan, dated as of July 8, 2021, pursuant to which Maxim and J.P. Morgan are providing placement agent services to GCAC in connection with the PIPE Investment.

Private Placement” means the private placement consummated simultaneously with the GCAC IPO in which GCAC issued to the Sponsor Group the Placement Warrants.

Private Placement Warrants” means 5,175,000 warrants to purchase shares of GCAC Class A common stock issued to the Sponsor Group in the Private Placement (including the additional warrants purchased after the GCAC IPO in connection with the overallotment securities issued by GCAC’s underwriters). Each Private Placement Warrant entitles the holder thereof to purchase one share of GCAC Class A common stock for $11.50 per share.

Proposals” means the Business Combination Proposal, the Amended and Restated Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal.

Public Shares” means GCAC Class A common stock underlying the Units sold in the GCAC IPO, including any overallotment securities acquired by GCAC’s underwriters.

Public Warrants” means warrants underlying the Units issued in the GCAC IPO. Each Public Warrant entitles the holder thereof to purchase one share of GCAC Class A common stock for $11.50 per share.

Redemption” means the right of the holders of Class A common stock to have their shares redeemed in accordance with the procedures set forth in this proxy statement/consent solicitation statement/prospectus and the GCAC Charter.

Required Proposals” means the Business Combination Proposal, the Amended and Restated Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the ESPP Proposal.

SEC” means the U.S. Securities and Exchange Commission.

Securities Act” means the Securities Act of 1933, as amended.

Sponsor” means Growth Capital Sponsor LLC, a New York limited liability company, an affiliate of Maxim Group LLC.

Sponsor Group” means Sponsor, Nautilus and HB Strategies.

Trust Account” means the trust account of GCAC, which holds the net proceeds of the GCAC IPO, including from overallotment securities sold by GCAC’s underwriters, and the sale of the Private Placement Warrants, together with interest earned thereon, less amounts released to pay franchise and income tax obligations and up to $100,000 for dissolution expenses, and amounts paid pursuant to redemptions.

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Units” means Units issued in the GCAC IPO, including any overallotment securities acquired by GCAC’s underwriters, consisting of one share of GCAC Class A common stock and one-half of one Public Warrant.

Warrants” means any of the Private Placement Warrants, the Public Warrants and the Working Capital Warrants (if any).

Working Capital Warrants” means any warrants issued to the Sponsor or its affiliates or GCAC’s officers or directors in connection with any loans made by them to GCAC prior to the closing of GCAC’s initial business combination in accordance with the GCAC IPO Prospectus. As described in the GCAC IPO Prospectus, up to $1,500,000 of such loans may be converted at the election of the applicable lender into warrants at a price of $1.00 per warrant, which warrants would be identical to the Private Placement Warrants.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

Certain statements contained in this proxy statement/consent solicitation statement/prospectus may constitute “forward-looking statements” within the meaning of the “safe harbor” provisions of the United States Private Securities Litigation Reform Act of 1995. In addition, any statements that refer to projections, forecasts or other characterizations of future events or circumstances, including any underlying assumptions, are forward-looking statements. 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. GCAC and Cepton caution readers of this proxy statement/consent solicitation statement/prospectus that these forward-looking statements are subject to risks and uncertainties, most of which are difficult to predict and many of which are beyond GCAC and Cepton’s control, that could cause the actual results to differ materially from the expected results. These forward-looking statements include, but are not limited to, statements regarding estimates and forecasts of financial and performance metrics, projections of market opportunity and market share, potential benefits and the commercial attractiveness to its customers of Cepton’s products and services, the potential success of Cepton’s marketing and expansion strategies, the potential for Cepton to achieve design awards, potential benefits of the Business Combination (including with respect to shareholder value), and expectations related to the terms and timing of the Business Combination. These statements are based on various assumptions, whether or not identified in this proxy statement/consent solicitation statement/prospectus, and on the current expectations of Cepton’s and GCAC’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. These forward-looking statements are subject to a number of risks and uncertainties, including:

•        the conditions affecting the markets in which Cepton operates;

•        the success of Cepton’s strategic relationships, including with our Tier 1 partners, none of which are exclusive;

•        fluctuations in sales of Cepton’s major customers;

•        fluctuations in capital spending in the Automotive and Smart Infrastructure markets;

•        the impact of the coronavirus (“COVID-19”) pandemic on the global economy and financial markets, including any restrictions on Cepton’s operations and the operations of Cepton’s customers and suppliers resulting from public health requirements and government mandates;

•        changes in applicable laws or regulations;

•        the possibility that Cepton’s business or the combined company may be adversely affected by other economic business, and/or competitive factors;

•        the risk that current trends in the Automotive and Smart Infrastructure markets decelerate or do not continue;

•        estimates for the financial performance of Cepton’s business may prove to be incorrect or materially different from actual results;

•        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;

•        failure to realize the anticipated benefits of the proposed business combination;

•        risks relating to the uncertainty of the projected financial and operating information with respect to Cepton, including whether Cepton will be able to achieve its target milestones, its pricing and sales volume targets, and its proposed production timelines and win the engagements contemplated in its projected pipeline, and the ability of original equipment manufacturers (“OEMs”) and other strategic partners to re-source or cancel vehicle or technology programs;

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•        risks related to future market adoption of Cepton’s offerings;

•        the final terms of Cepton arrangement with its Tier 1 partner and, in turn, its Tier 1 partner’s award with OEM-B 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;

•        risks related to Cepton’s marketing and growth strategies;

•        the effects of competition on Cepton’s future business;

•        the amount of redemption requests made by GCAC’s public stockholders;

•        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;

•        Cepton and GCAC’s inability to complete the proposed Business Combination contemplated by the Business Combination Agreement;

•        matters discovered by the parties as they complete their respective due diligence investigation of the other;

•        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;

•        the ability of the combined company to meet the initial listing standards of The Nasdaq Stock Market upon consummation of the Business Combination;

•        costs related to the proposed Business Combination;

•        expectations with respect to future operating and financial performance and growth, including when Cepton will generate positive cash flow from operations;

•        Cepton’s ability to raise funding on reasonable terms as necessary to develop its product in the timeframe contemplated by its business plan;

•        Cepton’s ability to execute its business plans and strategy;

•        the failure to satisfy the conditions to the consummation of the Business Combination, including the approval of the Business Combination and definitive agreements for the Business Combination by the stockholders of GCAC;

•        the occurrence of any event, change or other circumstance that could give rise to the termination of the Business Combination;

•        the outcome of any legal proceedings that may be instituted against Cepton or GCAC related to Business Combination, and those factors discussed in GCAC’s final prospectus filed on January 29, 2021 under the heading “Risk Factors,” and other documents of GCAC filed, or to be filed, with the SEC; and

•        other risks and uncertainties described in this proxy statement/consent solicitation statement/prospectus, including those under the section entitled “Risk Factors.”

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. There may be additional risks that neither GCAC nor Cepton presently know or that GCAC and Cepton currently believe are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements reflect GCAC’s and Cepton’s expectations, plans or forecasts of future events and views as of the date of this proxy statement/consent solicitation statement/prospectus. GCAC and Cepton anticipate that subsequent events and developments will cause GCAC’s and Cepton’s assessments to change. However, while GCAC and Cepton may elect to update these forward-looking statements at some point in the future, GCAC and Cepton specifically disclaim any obligation to do so. These forward-looking statements should not be relied upon as representing GCAC’s and Cepton’s assessments as of any date subsequent to the date of this proxy statement/consent solicitation statement/prospectus. Accordingly, undue reliance should not be placed upon the forward-looking statements. Actual results, performance

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or achievements may, and are likely to, differ materially, and potentially adversely, from any projections and forward-looking statements and the assumptions on which those forward-looking statements were based. There can be no assurance that the data contained herein is reflective of future performance to any degree. You are cautioned not to place undue reliance on forward-looking statements as a predictor of future performance as projected financial information and other information are based on estimates and assumptions that are inherently subject to various significant risks, uncertainties and other factors, many of which are beyond GCAC’s and Cepton’s control.

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CEPTON’S SOLICITATION OF WRITTEN CONSENTS

Purpose of the Consent Solicitation Statement; Recommendation of the Cepton Board of Directors

The Cepton Board is providing this proxy statement/consent solicitation statement/prospectus to Cepton stockholders. Cepton stockholders are being asked to adopt and approve the Cepton Business Combination Proposal by executing and delivering the written consent furnished with this proxy statement/consent solicitation statement/prospectus.

After consideration, the Cepton Board unanimously approved and declared advisable the Business Combination Agreement and the Business Combination, upon the terms and conditions set forth in the Business Combination Agreement, and unanimously determined that the Business Combination Agreement and the Business Combination are in the best interests of Cepton and its stockholders. The Cepton Board unanimously recommends that Cepton stockholders approve the Cepton Business Combination Proposal.

Cepton Stockholders Entitled to Consent

Only Cepton stockholders of record as of the close of business on January 24, 2022 (the “Cepton Record Date”) will be entitled to execute and deliver a written consent. As of the close of the Cepton Record Date, there were 27,727,718 shares of Cepton common stock outstanding and 21,671,491 shares of Cepton preferred stock outstanding, consisting of 8,000,000 shares of Cepton Series A preferred stock, 4,069,600 shares of Cepton Series B preferred stock, 3,272,475 shares of Cepton Series B-1 preferred stock, and 6,329,416 shares of Cepton Series C preferred stock, and 8,372,143 shares of Cepton Class F stock, in each case entitled to execute and deliver written consents with respect to the Cepton Business Combination Proposal. Each holder of Cepton common stock is entitled to one vote for each share of Cepton common stock held as of the Cepton Record Date; each holder of Cepton Class F stock is entitled to a number of votes equal to the number of shares of Cepton common stock into which the shares of Cepton Class F held by such holder could be converted as of the Cepton Record Date; and each holder of Cepton preferred stock is entitled to a number of votes equal to the number of shares of Cepton common stock into which the shares of such series of Cepton preferred stock held by such holder could be converted as of the Cepton Record Date.

Written Consents; Required Written Consents

The approval of the Cepton Business Combination Proposal requires the affirmative vote or written consent of (i) a majority of the Cepton preferred stock outstanding as of the Cepton Record Date (voting together as a single class on an “as-converted” to Cepton common stock basis), (ii) the holders of a majority of Cepton common stock, Cepton Class F stock and Cepton preferred stock outstanding as of the Cepton Record Date (voting together as a single class on an “as-converted” to Cepton common stock basis), (iii) the holders of a majority of the Cepton common stock outstanding as of the Cepton Record Date (voting together as a single class), and (iv) the holders of a majority of the Cepton Class F stock outstanding as of the Cepton Record Date (voting together as a single class on an “as-converted” to Cepton common stock basis).

Concurrently with the execution of the Business Combination Agreement, GCAC, Merger Sub and certain Cepton stockholders (the “Supporting Cepton Stockholders”) entered into the Cepton Stockholder Support Agreements. Each Cepton Stockholder Support Agreement provides, among other things, that on (or effective as of) the third business day following the date that this proxy statement/consent solicitation statement/prospectus is disseminated to Cepton’s stockholders, each Supporting Cepton Stockholder will execute and deliver a written consent with respect to the outstanding shares of Cepton common stock and Cepton preferred stock held by such Supporting Cepton Stockholder adopting the Business Combination Agreement and approving the Business Combination. As of November 15, 2021, the shares of Cepton Capital stock that are owned by the Supporting Cepton Stockholders and subject to the Cepton Stockholder Support Agreements represent approximately 97.6346% of the outstanding shares of Cepton common stock, approximately 73.3582% of the outstanding shares of Cepton preferred stock and 100% of the outstanding shares of Cepton Class F stock. The execution and delivery of written consents by all of the Supporting Cepton Stockholders will constitute the Cepton Stockholder Approval at the time of such delivery.

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Submission of Written Consents

You may consent to the Cepton Business Combination Proposal with respect to your shares of Cepton stock by completing, dating and signing the written consent enclosed with this proxy statement/consent solicitation statement/prospectus and returning it to Cepton by the consent deadline.

If you hold shares of Cepton stock as of the close of business on the Cepton Record Date and you wish to give your written consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to Cepton. Once you have completed, dated and signed the written consent, you may deliver it to Cepton by emailing a .pdf copy to investorrelations@cepton.com.

The Cepton Board has set February 3, 2022 as the consent deadline. Cepton reserves the right to extend the consent deadline beyond February 3, 2022. Any such extension may be made without notice to Cepton stockholders.

Cepton stockholders should not send stock certificates with their written consents. Concurrently with the mailing of this proxy statement/consent solicitation statement/prospectus, a letter of transmittal and written instructions for the surrender of Cepton stock certificates or electronic certificates, as applicable, will be mailed to Cepton stockholders. Do not send in your certificates now.

Executing Written Consents; Revocation of Written Consents

You may execute a written consent to approve the Cepton Business Combination Proposal (which is equivalent to a vote for such proposal), or disapprove, or abstain from consenting with respect to, the Cepton Business Combination Proposal (which is equivalent to a vote against such proposal). If you do not return your written consent, it will have the same effect as a vote against the Cepton Business Combination Proposal. If you are a record holder of shares of Cepton common stock, Cepton preferred stock and/or Cepton Class F stock and you return a signed written consent without indicating your decision on the Cepton Business Combination Proposal, you will have given your consent to approve such proposal.

Your consent to the Cepton Business Combination Proposal may be changed or revoked at any time before the consent deadline; however, such change or revocation is not expected to have any effect, as the delivery of the written consents contemplated by the Cepton Stockholder Support Agreements will constitute the Cepton Stockholder Approval at the time of such delivery. If you wish to change or revoke your consent before the consent deadline, you may do so by sending a new written consent with a later date or by delivering a notice of revocation, in either case by emailing a .pdf copy to investorrelations@cepton.com.

Due to the obligations of the Supporting Cepton Stockholders under the Cepton Stockholder Support Agreements, a failure of any other Cepton stockholder to deliver a written consent, or any change or revocation of a previously delivered written consent by any other Cepton stockholder, is not expected to have any effect on the approval of the Cepton Business Combination Proposal.

Solicitation of Written Consents; Expenses

The expense of preparing, printing and mailing these consent solicitation statement materials is being borne by Cepton. Officers and employees of Cepton may solicit consents by telephone and personally, in addition to solicitation by mail. These persons will receive their regular compensation but no special compensation for soliciting consents.

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QUESTIONS AND ANSWERS

The following questions and answers below only highlight selected information from this document and only briefly address some commonly asked questions about the proposals to be presented at the GCAC Special Meeting and in connection with Cepton’s consent solicitation, including with respect to the proposed Business Combination. The following questions and answers do not include all the information that is important to stockholders of GCAC and Cepton. We urge the stockholders of GCAC and Cepton to read carefully this entire proxy statement/consent solicitation statement/prospectus, including the Annexes and other documents referred to herein, to fully understand the proposed Business Combination and the voting procedures for the GCAC Special Meeting. See also the section of this proxy statement/consent solicitation statement/prospectus titled “Where You Can Find More Information”.

QUESTIONS AND ANSWERS ABOUT THE GCAC SPECIAL MEETING

Q:     Why am I receiving this proxy statement/consent solicitation statement/prospectus?

A:     GCAC stockholders are being asked to consider and vote upon a proposal to approve the Business Combination contemplated by the Business Combination Agreement, among other proposals. Upon the completion of the transactions contemplated by the Business Combination Agreement, Cepton will become a wholly-owned subsidiary of GCAC. A copy of the Business Combination Agreement is attached to this proxy statement/consent solicitation statement/prospectus as Annex A-1 and a copy of an amendment to the Business Combination Agreement is attached as Annex A-2.

This proxy statement/consent solicitation/prospectus and its annexes contain important information about the proposed Business Combination and the other matters to be acted upon at the GCAC Special Meeting. You should read this proxy statement/consent solicitation/prospectus and its annexes carefully and in their entirety.

THE VOTE OF GCAC STOCKHOLDERS IS IMPORTANT. GCAC STOCKHOLDERS ARE URGED TO SUBMIT THEIR PROXIES AS SOON AS POSSIBLE AFTER CAREFULLY REVIEWING THIS PROXY STATEMENT/CONSENT SOLICITATION/PROSPECTUS AND ITS ANNEXES AND CAREFULLY CONSIDERING EACH OF THE PROPOSALS BEING PRESENTED AT THE GCAC SPECIAL MEETING.

Below are proposals on which GCAC stockholders are being asked to vote.

(1)    The Business Combination Proposal (Proposal 1) — To approve and adopt the Business Combination Agreement and the transactions contemplated therein pursuant to which:

(a)     the outstanding GCAC Class A common stock, par value $0.0001 per and GCAC Class B common stock that are converted into GCAC Class A common stock in accordance with the GCAC Charter will be redesignated as common stock, par value $0.00001 per share, of Cepton, Inc. (which will be the new name of GCAC after the Closing, as described below);

(b)    each share of Cepton common stock (other than those properly exercising any applicable dissenters or appraisal rights under applicable law) will be converted into the right to receive the Per Share Stock Consideration; and

(c)     each option to purchase shares of Cepton common stock, whether or not exercisable and whether or not vested, that is outstanding immediately prior to the Effective Time will be assumed by GCAC and converted into an option to purchase shares of New Cepton common stock.

In addition to the approval of the Proposals at the GCAC Special Meeting, unless waived by the parties to the Business Combination Agreement, in accordance with applicable law, the closing of the Business Combination is subject to a number of conditions set forth in the Business Combination Agreement including, among other things, receipt of the requisite stockholder approval contemplated by this proxy statement/consent solicitation statement/prospectus. For more information about the closing conditions to the Business Combination, see the section of this proxy statement/consent solicitation statement/prospectus titled “Business Combination Proposal — Conditions to the Closing of the Business Combination.”

The Business Combination Agreement may be terminated at any time prior to the Closing of the Business Combination upon agreement of Cepton and GCAC, or by Cepton or GCAC acting alone, in specified circumstances. For more information about the termination rights under the Business Combination Agreement, see the section titled “Business Combination Proposal — Termination.”

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Pursuant to the GCAC Charter, in connection with the Business Combination, holders of Public Shares may elect to redeem, subject to the closing of the Business Combination, shares of GCAC Class A common stock then held by them for cash equal to the aggregate amount then on deposit in the trust account as of two business days prior to the consummation of GCAC’s Business Combination, including interest earned on the funds held in the trust account and not previously released to GCAC to pay its taxes, divided by the number of then outstanding public shares, subject to the limitations described herein. As of January 21, 2022, based on funds in the Trust Account of approximately $172.5 million as of such date, the pro rata portion of the funds available in the Trust Account for the redemption of public shares of GCAC Class A common stock was approximately $10.00 per share. GCAC public stockholders are not required to attend or vote at the GCAC Special Meeting in order to redeem their shares of GCAC Class A common stock for cash. This means that public stockholders who hold shares of GCAC Class A common stock on or before February 7, 2022 (two (2) business days before the GCAC Special Meeting) will be eligible to elect to have their shares of GCAC Class A common stock redeemed for cash, whether or not they are holders as of the Record Date, and whether or not such shares are voted at the GCAC Special Meeting. If a holder exercises its redemption rights in connection with the Business Combination, then such holder will be exchanging its GCAC Class A common stock for cash and will only have equity interests in New Cepton pursuant to its right to the exercise of its Public Warrants, to the extent it still holds Public Warrants. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to our transfer agent at least two business days prior to the GCAC Special Meeting. Holders of Public Shares may elect to redeem their shares whether or not such shares are voted at the GCAC Special Meeting. See the section titled “GCAC Special Meeting — Redemption Rights.”

The transactions contemplated by the Business Combination Agreement will be consummated only if the Business Combination Proposal, the Amended and Restated Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, and the ESPP Proposal are approved at the GCAC Special Meeting. In addition, the Amended and Restated Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the ESPP Proposal are conditioned on the approval of the Business Combination Proposal. The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/consent solicitation statement/prospectus.

The Business Combination involves numerous risks. For more information about these risks, see the section titled “Risk Factors.”

(2)    The Amended and Restated Charter Proposal (Proposal 2) — GCAC stockholders will be asked to approve and adopt, subject to and conditional on (but with immediate effect therefrom) approval of each of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the ESPP Proposal and the consummation of the Business Combination, a second amendment and restatement of the GCAC Charter, as set out in the form of second amended and restated version of GCAC’s certificate of incorporation appended to this proxy statement/consent solicitation statement/prospectus as Annex B (the “Amended and Restated Charter”). The Amended and Restated Charter, which will be effective as of the Closing, will provide for the following:

(a)     change the name of GCAC to “Cepton, Inc.”;

(b)    increase the total number of authorized shares of capital stock to 355,000,000 shares and, in accordance with the Amended and Restated Charter, all shares of outstanding Class B common stock will automatically convert into shares of Class A common stock on a one-to-one basis and thereafter, all Class A common stock will be renamed as common stock;

(c)     change the size and the structure of the New Cepton Board to be divided into three classes, designated Class A, Class B and Class C. Each class will consist, as nearly as may be possible, of one-third (1/3) of the total number of directors constituting the entire Board of Directors. Each director will serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting of stockholders at which such director was elected; provided that each director initially assigned to Class A will serve for a term expiring at GCAC’s first annual meeting of stockholders held after the Effective Time; each director initially assigned to Class B will serve for a term expiring at GCAC’s second annual meeting of stockholders held after the Effective Time; and each director initially assigned to Class C will serve for a term expiring at GCAC’s third annual meeting of stockholders held after the Effective Time; and

(d)    remove and change certain provisions in the GCAC Charter related to GCAC’s status as a special purpose acquisition company.

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(3)    The Nasdaq Proposal (Proposal 3)  To consider and vote upon, for purposes of complying with the applicable listing rules of the Nasdaq Stock Market, the issuance of (i) shares of GCAC common stock pursuant to the Business Combination Agreement and (ii) PIPE Shares to the PIPE Investors in the PIPE Financing in connection with the Business Combination.

(4)    The Incentive Plan Proposal (Proposal 4) — To approve and adopt the equity incentive award plan established to be effective as of the Closing of the Business Combination. A summary of the 2022 Plan is set forth in the “The Incentive Plan Proposal (Proposal 4)” section of this proxy statement/consent solicitation statement/prospectus and a complete copy of the 2022 Plan is attached hereto as Annex D. You are encouraged to read the 2022 Plan in its entirety.

(5)    The ESPP Proposal (Proposal 5) — To approve and adopt the ESPP established to be effective as of the Closing of the Business Combination. A summary of the ESPP is set forth in the “ESPP Proposal” section of this proxy statement/consent solicitation statement/prospectus and a complete copy of the ESPP is attached hereto as Annex E. You are encouraged to read the ESPP in its entirety.

(6)    The Adjournment Proposal (Proposal 6) — To consider and vote upon a proposal to adjourn the GCAC Special Meeting to a later date or dates, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the GCAC Special Meeting, there are not sufficient votes to approve the Business Combination Proposal, the Amended and Restated Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal or the ESPP Proposal.

Q:     When and where will the GCAC Special Meeting take place?

A:     The GCAC Special Meeting will be held on February 9, 2022 at 10:00 a.m., Eastern Time, via live audio webcast at https://www.cstproxy.com/gcacorp/2022 or such other date, time and place to which such meeting may be adjourned or postponed, to consider and vote upon the proposals.

Q:     Are the proposals conditioned on one another?

A:     Unless the Business Combination Proposal is approved, the Amended and Restated Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, and the ESPP Proposal will not be presented to the stockholders of GCAC at the GCAC Special Meeting, insofar as the Amended and Restated Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the ESPP Proposal are conditioned on the approval of the Business Combination Proposal (and the Business Combination Proposal is conditioned on the approval of the Amended and Restated Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the ESPP Proposal). The Adjournment Proposal is not conditioned on the approval of any other proposal set forth in this proxy statement/consent solicitation statement/prospectus. It is important for you to note that if the Business Combination Proposal does not receive the requisite vote for approval, GCAC will not consummate the Business Combination. If GCAC does not consummate the Business Combination and fails to complete an initial business combination by August 2, 2022, GCAC will be required, in accordance with the GCAC Charter, to dissolve and liquidate its Trust Account by returning the then-remaining funds in such account (less amounts released to pay franchise and income tax obligations and up to $100,000 for dissolution expenses, and amounts paid pursuant to redemptions) to its public stockholders, unless it seeks and obtains the approval of GCAC stockholders to amend the GCAC Charter to extend such date.

Q:     What will happen in the Business Combination?

A:     At the Closing, Merger Sub will merge with and into Cepton, with Cepton surviving such Merger, as a result of which Cepton stockholders (except those who properly exercise appraisal or dissenters rights under applicable law) will receive newly issued shares of New Cepton common stock, and any Cepton Options will be assumed by GCAC. Upon consummation of the Business Combination, Cepton will become a wholly-owned subsidiary of GCAC. After the Closing of the Business Combination, the cash held in the Trust Account will be released from the Trust Account and used to pay each of GCAC’s and Cepton’s transaction expenses and other liabilities of GCAC due as of the Closing, and for working capital and general corporate purposes. A copy of the Business Combination Agreement is attached to this proxy statement/consent solicitation statement/prospectus as Annex A-1 and a copy of an amendment to the Business Combination Agreement is attached as Annex A-2.

Q:     What equity stake will current stockholders of GCAC and Cepton stockholders hold in New Cepton after the Closing?

A:     It is anticipated that, upon the completion of the Business Combination, GCAC’s public stockholders will retain an ownership interest of approximately 10.2% of the outstanding capital stock of New Cepton, the Sponsor

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Group will retain an aggregate ownership interest of approximately 2.5% of the outstanding capital stock of New Cepton, the PIPE Investors will retain an aggregate ownership interest of approximately 3.5% of the outstanding capital stock of New Cepton (including Koito’s ownership of approximately 2.9% of the outstanding capital stock of New Cepton), and the Cepton stockholders will own approximately 83.8% of the outstanding capital stock of New Cepton (including Koito’s ownership of approximately 8.7% of the outstanding capital stock of New Cepton). On a diluted basis, reflecting the vested Cepton options as of September 30, 2021, GCAC’s public shareholders will retain 9.7%, the PIPE Investors will retain an aggregate ownership of approximately 3.4% of the outstanding capital stock of New Cepton (including Koito’s ownership of approximately 2.8% of the outstanding capital stock of New Cepton) and the Cepton Stockholders would retain an aggregate of 84.5% of the capital stock of Cepton (including Koito’s ownership of approximately 8.3% of the outstanding capital stock of New Cepton). The foregoing ownership percentages with respect to New Cepton following the Business Combination excludes any outstanding Warrants and assumes that (i) there are no redemptions of any shares by GCAC’s public stockholders in connection with the Business Combination (or in connection with an amendment to the GCAC Charter prior to the Closing to extend the deadline by which GCAC must complete its initial business combination (an “Extension Redemption”)), (ii) no awards are issued under the 2022 Plan, (iii) no shares are issued under the ESPP, (iv) no Working Capital Warrants are issued, and (v) GCAC does not engage in any kind of additional equity financing prior to the Closing. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by GCAC’s existing stockholders in New Cepton will be different.

If any of GCAC’s public stockholders exercise their redemption rights, the percentage of New Cepton’s outstanding common stock held by GCAC’s public stockholders will decrease and the percentages of New Cepton’s outstanding common stock held by the Sponsor and by the Cepton Stockholders will increase, in each case, relative to the percentage held if none of the Public Shares are redeemed.

If any of GCAC’s public stockholders as of January 13, 2022 redeem their Public Shares at Closing in accordance with the GCAC Charter but continue to hold Public Warrants after the Closing, the aggregate value of the Public Warrants that may be retained by them, based on the closing trading price per Public Warrant of $0.74 as of January 21, 2022, would be $6.3 million regardless of the amount of redemptions by the Public Shareholders. Upon the issuance of New Cepton Common Stock in connection with the Business Combination, the percentage ownership of New Cepton by GCAC’s public stockholders who do not redeem their Public Shares will be diluted. GCAC public stockholders that do not redeem their Public Shares in connection with the Business Combination will experience further dilution upon the exercise of Public Warrants that are retained after the Closing by redeeming GCAC public stockholders. The percentage of the total number of outstanding shares of Common Stock that will be owned by GCAC public stockholders as a group will vary based on the number of Public Shares for which the holders thereof request redemption in connection with the Business Combination.

The following table illustrates varying beneficial ownership levels in New Cepton, as well as possible sources and extents of dilution for non-redeeming public stockholders, assuming no redemptions by Public Shareholders, low (i.e., 25%) redemptions by public stockholders, high (i.e., 75%) redemptions by public stockholders, and the maximum redemptions by public stockholders:

 

No Redemptions(1)

 

%

 

Low Redemption(2)

 

%

 

High Redemption(3)

 

%

 

Maximum Redemption(4)

 

%

Cepton stockholders

 

142,020,456

 

83.8

%

 

142,020,456

 

86.0

%

 

142,020,456

 

90.7

%

 

142,020,456

 

93.3

%

GCAC’s public stockholders

 

17,250,000

 

10.2

%

 

12,937,500

 

7.8

%

 

4,312,500

 

2.8

%

 

 

%

GCAC Founder shares

 

4,312,500

 

2.5

%

 

4,312,500

 

2.6

%

 

4,312,500

 

2.7

%

 

4,312,500

 

2.8

%

PIPE Investors(5)

 

5,950,000

 

3.5

%

 

5,950,000

 

3.6

%

 

5,950,000

 

3.8

%

 

5,950,000

 

3.9

%

Pro Forma New Cepton Stock at September 30, 2021

 

169,532,956

 

100

%

 

165,220,456

 

100

%

 

156,595,456

 

100

%

 

152,282,956

 

100

%

Potential sources of dilution

       

 

       

 

       

 

       

 

Public Warrants(6)

 

8,625,000

 

5.1

%

 

8,625,000

 

5.2

%

 

8,625,000

 

5.5

%

 

8,625,000

 

5.7

%

Private Warrants(7)

 

5,175,000

 

3.1

%

 

5,175,000

 

3.1

%

 

5,175,000

 

3.3

%

 

5,175,000

 

3.4

%

Cepton options and unvested restricted stock(8)

 

17,535,186

 

10.3

%

 

17,535,186

 

10.6

%

 

17,535,186

 

11.2

%

 

17,535,186

 

11.5

%

Earnout shares(9)

 

13,000,000

 

7.7

%

 

13,000,000

 

7.9

%

 

13,000,000

 

8.3

%

 

13,000,000

 

8.5

%

____________

(1)      Redemption percentages are based on a total of 17,250,000 redeemable Public Shares pursuant to the GCAC Charter.

(2)      Assumes that 4,312,500 Public Shares are redeemed for aggregate redemption payments of $43,125,000, assuming a $10.00 per share Redemption Price and based on funds in the Trust Account and working capital available to GCAC outside of the Trust Account as of January 21, 2022. The Business Combination Agreement includes a condition to the Closing, waivable

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by Cepton, that, at the Closing, GCAC has cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment of any Redemptions) and the proceeds of any PIPE Investment, at least equal to $58.5 million.

(3)      Assumes that 12,973,500 Public Shares are redeemed for aggregate redemption payments of $129,375,000, assuming a $10.00 per share Redemption Price and based on funds in the Trust Account and working capital available to GCAC outside of the Trust Account as of January 21, 2022. The Business Combination Agreement includes a condition to the Closing, waivable by Cepton, that, at the Closing, GCAC has cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment any Redemptions) and the proceeds of any PIPE Investment, at least equal to $58.5 million.

(4)      Assumes that 17,250,000 Public Shares are redeemed for aggregate redemption payments of $172,500,000, assuming a $10.00 per share Redemption Price and based on funds in the Trust Account and working capital available to GCAC outside of the Trust Account as of January 21, 2022. The Business Combination Agreement includes a condition to the Closing, waivable by Cepton, that, at the Closing, GCAC has cash or cash equivalents, including funds remaining in the Trust Account (after giving effect to the completion and payment any Redemptions) and the proceeds of any PIPE Investment, at least equal to $58.5 million.

(5)      Assumes the PIPE Investment is consummated in accordance with its terms for $59,500,000, with 5,950,000 shares of New Cepton Common Stock issued to the PIPE Investors.

(6)      Assumes exercise of 8,625,000 Public Warrants (at a purchase price of $11.50 per Public Warrant) resulting into a cash inflow of $99,187,500 for New Cepton and 8,625,000 New Cepton common stock issued to holders of Public Warrants.

(7)      Assumes exercise of 5,175,000 Private Placement Warrants (at $11.50 per Private Placement Warrant) resulting into a cash inflow of $59,512,500 for New Cepton and 5,175,000 New Cepton common stock issued to holders of Private Placement Warrants.

(8)      Assumes exercise of 17,365,694 Cepton Options resulting in a cash inflow of $76,923,952 for New Cepton and 17,365,694 shares of New Cepton common stock issued to holders of Cepton Options and the vesting of 169,492 unvested restricted shares of New Cepton common stock.

(9)      Percentages are calculated based on the pro forma New Cepton common stock at September 30, 2021 in each redemption scenario.

See the section titled “Unaudited Pro Forma Condensed Combined Financial Information” for further information.

Q:     What conditions must be satisfied to complete the Business Combination?

A:     There are a number of closing conditions in the Business Combination Agreement, including the approval by the stockholders of GCAC and the stockholders of Cepton of the Business Combination Proposal, the Amended and Restated Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the ESPP Proposal. The Amended and Restated Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the ESPP Proposal are subject to and conditioned on the approval of the Business Combination Proposal. For a summary of the conditions that must be satisfied or waived prior to the Closing of the Business Combination, see the section titled “The Business Combination Proposal — The Business Combination Agreement” and “Summary of the Proxy Statement/Consent Solicitation Statement/Prospectus The Proposals — The Business Combination Proposal (Proposal 1) — Merger Closing Conditions.

Q:     Why is GCAC providing stockholders with the opportunity to vote on the Business Combination?

A:     Under the GCAC Charter, GCAC must provide all holders of its Public Shares with the opportunity to have their Public Shares redeemed upon the consummation of GCAC’s initial business combination either in conjunction with a tender offer or in conjunction with a stockholder vote. For business and other reasons, GCAC has elected to provide its stockholders with the opportunity to have their Public Shares redeemed in connection with a stockholder vote rather than a tender offer. Therefore, GCAC is seeking to obtain the approval of its stockholders of the Business Combination Proposal in order to allow its public stockholders to effectuate redemptions of their Public Shares in connection with the Closing of the Business Combination.

Q:     Are there any arrangements to help ensure that GCAC will have sufficient funds, together with the proceeds in its Trust Account, to meet the Minimum Cash Condition for consummating the Business Combination?

A:     Yes. On August 5, 2021 and October 19, 2021, GCAC entered into PIPE Subscription Agreements with certain PIPE Investors, pursuant to which the PIPE Investors agreed to purchase, and GCAC agreed to sell to the PIPE Investors, an aggregate of 5,950,000 shares of GCAC Class A common stock for gross proceeds to GCAC of $59.5 million in a private placement. The closing of the PIPE Investment is contingent upon, among other customary closing conditions, the substantially concurrent Closing. The proceeds from the Trust Account and the PIPE Investment

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will be used to pay any loans owed by GCAC, for any GCAC transaction expenses or other administrative expenses incurred by GCAC, and to pay all unpaid transaction expenses of Cepton and any remainder will be used for general corporate purposes, including, but not limited to, working capital for operations, capital expenditures and future acquisitions. In addition, GCAC and/or Cepton may seek to arrange for additional third-party financing which may be in the form of debt (including bank debt or convertible notes) or equity (including the sale of shares pursuant to additional PIPE subscriptions), the proceeds of which would be used for a variety of purposes including, in the case of GCAC, to meet the Minimum Cash Condition for consummating the Business Combination.

Q:     How many votes do I have at the GCAC Special Meeting?

A:     GCAC stockholders are entitled to one vote at the GCAC Special Meeting for each share of GCAC common stock held of record as of January 13, 2022 the record date for the GCAC Special Meeting (the “Record Date”). Holders of GCAC Class A common stock and GCAC Class B common stock will vote together as one class on all matters to be submitted to the stockholders other than with respect to the Amended and Restated Charter Proposal, which will also require the vote of the holders of a majority of the outstanding GCAC Class A common stock. As of the close of business on the Record Date, there were 21,562,500 outstanding shares of GCAC common stock and 17,250,000 outstanding shares of GCAC Class A common stock.

Q:     What vote is required to approve the proposals presented at the GCAC Special Meeting?

A:     The approval of the Amended and Restated Charter Proposal requires the affirmative vote of a majority of the issued and outstanding shares of GCAC common stock and a majority of the issued and outstanding shares of GCAC Class A common stock as of the Record Date. Accordingly, a GCAC stockholder’s failure to vote by proxy or to vote in person at the GCAC Special Meeting or an abstention will have the same effect as a vote “AGAINST” the Amended and Restated Charter Proposal.

The Sponsor Group and GCAC’s directors and officers have agreed to vote their shares in favor of the Business Combination and the Merger, including the Business Combination Proposal and the other Proposals. Nevertheless, we will need approval of holders of a majority of the outstanding shares of GCAC Class A common stock to be voted in favor of the Amended and Restated Charter Proposal in order to have the Business Combination approved.

The approval of the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal and the Adjournment Proposal each require the affirmative vote of the holders of a majority of the shares of GCAC common stock cast by the stockholders represented in person or by proxy and entitled to vote thereon at the GCAC Special Meeting. A GCAC stockholder’s failure to vote by proxy or to vote in person at the GCAC Special Meeting will not be counted towards the number of shares of GCAC common stock required to validly establish a quorum, and if a valid quorum is otherwise established, it will have no effect on the outcome of the vote on, the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, the ESPP Proposal and (if applicable) the Adjournment Proposal.

If the Business Combination Proposal is not approved, the Amended and Restated Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the ESPP Proposal will not be presented to the GCAC stockholders for a vote. The approval of the Business Combination Proposal, the Amended and Restated Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the ESPP Proposal are preconditions to the consummation of the Business Combination.

Q:     May GCAC, the Sponsor Group or GCAC’s directors, officers, advisors or their affiliates purchase shares in connection with the Business Combination?

A:     In connection with the stockholder vote to approve the proposed Business Combination, the Sponsor Group, directors, officers or advisors or their respective affiliates may privately negotiate transactions to purchase shares from stockholders who would have otherwise elected to have their shares redeemed in conjunction with a proxy solicitation pursuant to the proxy rules for a per-share pro rata portion of the Trust Account. None of GCAC’s Sponsor or the other members of the Sponsor Group, directors, officers or advisors or their respective affiliates will make any such purchases when they are in possession of any material non-public information not disclosed to the seller or during a restricted period under Regulation M under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Such a purchase would include a contractual acknowledgement that such stockholder, although still the record holder of GCAC shares, is no longer the beneficial owner thereof and

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therefore agrees not to exercise its redemption rights, and could include a contractual provision that directs such stockholder to vote such shares in a manner directed by the purchaser. In the event that the Sponsor or any other member of the Sponsor Group or GCAC’s directors, officers or advisors or their respective affiliates purchase shares in privately negotiated transactions from public stockholders who have already elected to exercise their redemption rights, such selling stockholders would be required to revoke their prior elections to redeem their shares. Any such privately negotiated purchases may be effected at purchase prices that are below or in excess of the per-share pro rata portion of the Trust Account.

Q:     What constitutes a quorum at the GCAC Special Meeting?

A:     Holders of a majority in voting power of GCAC common stock issued and outstanding and entitled to vote at the GCAC Special Meeting constitute a quorum. In the absence of a quorum, the chairman of the meeting has power to adjourn the GCAC Special Meeting. As of the Record Date, 10,781,251 shares of GCAC common stock would be required to achieve a quorum.

Q:     How will the Sponsor Group and the directors and officers of GCAC vote?

A:     The Sponsor, Nautilus and GCAC’s officers and directors each entered into letter agreements, pursuant to which they have agreed to vote their founder shares and any public shares purchased during or after GCAC’s initial public offering (including in open market and privately negotiated transactions) in favor of the Business Combination, including each of the Proposals. Additionally, HB Strategies has agreed to vote its founder shares in favor of the Business Combination, including the Proposals. Accordingly, if GCAC seeks stockholder approval of its initial business combination, it is more likely that the necessary stockholder approval will be received than would be the case if the Sponsor Group agreed to vote their Founder Shares in accordance with the majority of the votes cast by GCAC’s public stockholders.

Nevertheless, we will need approval of holders of a majority of the outstanding shares of GCAC Class A common stock to be voted in favor of the Amended and Restated Charter Proposal in order to have the Business Combination approved.

Q:     What interests do GCAC’s initial stockholders and current officers and directors have in the Business Combination?

A:     George Syllantavos will be GCAC’s designee to the New Cepton Board upon the effectiveness of the Merger. As a director, in the future Mr. Syllantavos may receive any cash fees, stock options or stock awards that the New Cepton Board determines to pay to its directors. None of the Sponsor Group or current officers or directors of GCAC will receive any interest in the Business Combination other than the interests they owned prior to the Business Combination. The interests of members of the Sponsor Group or current officers or directors of GCAC may be different from or in addition to (and which may conflict with) your interests and may be incentivized to complete a less favorable business combination rather than liquidating GCAC. These interests include:

•        unless GCAC consummates an initial business combination, GCAC’s officers, directors and the Sponsor Group will not receive reimbursement for any out-of-pocket expenses incurred by them to the extent that such expenses exceed the amount of available proceeds not deposited in the Trust Account (as of January 21, 2022, none of GCAC’s officers and directors have incurred any out-of-pocket expenses);

•        as a condition to the GCAC IPO, pursuant to the letter agreements, the initial stockholders’ Founder Shares became subject to a lock-up whereby, subject to certain limited exceptions, the Founder Shares are not transferable or salable (i) in the case of the founder shares until the earlier of (A) six months after the completion of our initial business combination or (B) subsequent to our initial business combination, (x) if the last reported sale price of the GCAC Class A common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for any 20 trading days within any 30-trading day period commencing at least 60 days after our initial business combination, or (y) the date on which GCAC completes a liquidation, merger, capital stock exchange, reorganization or other similar transaction that results in all of GCAC’s stockholders having the right to exchange their shares of common stock for cash, securities or other property, and (ii) in the case of the private placement warrants and any shares of GCAC Class A common stock issued upon exercise thereof, until 30 days after the completion of GCAC’s initial business combination (while the Founder Shares are not the same as the GCAC Class A common stock, are subject to certain restrictions that are not applicable

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to the GCAC Class A common stock, and may become worthless if GCAC does not complete a business combination by August 2, 2022, the aggregate value of the 4,312,500 Founder Shares owned by GCAC’s initial stockholders is estimated to be approximately $43.0 million, assuming the per share value of the Founder Shares is the same as the $9.96 closing price of the GCAC Class A common stock on Nasdaq as of January 21, 2022);

•        the initial stockholders purchased an aggregate of 5,175,000 Private Placement Warrants, each exercisable for one share of our GCAC Class A common stock at $11.50 per share, for a purchase price of $5,175,000, or $1.00 per warrant, in the Private Placement consummated simultaneously with the GCAC IPO, which warrants will be worthless if a business combination is not consummated (although the Private Placement Warrants have certain rights that differ from the rights of holders of the Public Warrants, the aggregate value of the 5,175,000 Private Placement Warrants held by the Sponsor is estimated to be approximately $3.8 million, assuming the per warrant value of the Private Placement Warrants is the same as the $0.74 closing price of the Public Warrants on Nasdaq as of January 21, 2022);

•        the initial stockholders have agreed that the Private Placement Warrants, and all of their underlying securities, will not be sold or transferred by it until 30 days after GCAC has completed a business combination, subject to limited exceptions;

•        pursuant to the Business Combination Marketing Agreement entered into by GCAC and Maxim (which is the managing member of our Sponsor) in connection with the GCAC IPO, upon consummation of the Business Combination, a transaction fee equal to 3.5% of the gross proceeds received by GCAC in the GCAC IPO, or $6,037,500 (the “Maxim Transaction Fee”), will be payable to Maxim and Maxim will also be reimbursed for all reasonable and documented costs and expenses associated with services performed by Maxim. Accordingly, Maxim has an interest in GCAC completing the Business Combination because, if the Business Combination (or another business combination) is not consummated, Maxim will not receive the Maxim Transaction Fee or have these expenses reimbursed;

•        pursuant to the Placement Agent Engagement Letter, at the Closing, Maxim and J.P. Morgan will be paid a fee for acting as private placement agents in connection with the Business Combination (of which $515,000 is payable to Maxim) (the “Placement Agent Fee”), together with reasonable out-of-pocket expenses for which Maxim and J.P. Morgan have not previously been reimbursed thereunder. Accordingly, Maxim and J.P. Morgan have an interest in GCAC completing the Business Combination because, if the Business Combination or another business combination is not consummated, Maxim and J.P. Morgan will not receive the Placement Agent Fee and will not be reimbursed for unpaid expenses pursuant to the Placement Agent Engagement Letter;

•        pursuant to the M&A Advisory Engagement Letter, at the Closing, Maxim will be paid $7.5 million (the “M&A Advisory Fee”), together with reasonable out-of-pocket expenses for which Maxim has not previously been reimbursed thereunder. Accordingly, Maxim has an interest in GCAC completing the Business Combination because, if the Business Combination (or another business combination) is not consummated, Maxim will not receive the M&A Advisory Fee or have these expenses reimbursed;

•        the fact that the Sponsor Group paid an aggregate of $25,000 for its Founder Shares and that each of Nautilus and HB Strategies, which are members of the Sponsor Group, purchased from GCAC 1,379,167 shares of GCAC Class B common stock for a purchase price of $2,043 (or an aggregate purchase price of $4,086) and paid $5,175,000 to purchase the Private Placement Warrants (for an aggregate purchase price from GCAC of $5,200,000) which will have a significantly higher value at the time of the Business Combination, if it is consummated, and, based on the closing trading price of the Class A common stock on January 21, 2022, which was $9.96, would have an aggregate value of approximately $43.0 million as of the same date and including the purchase of the Private Placement Warrants and based on the closing trading price of the Public Warrants on January 21, 2022, which was $0.74, would have an aggregate value of approximately $3.8 million. If GCAC does not consummate the Business Combination or another initial business combination by August 2, 2022, and GCAC is therefore required to be liquidated, these shares would be worthless, as Founder Shares are not entitled to participate in any redemption or liquidation of the Trust Account. Based on the difference in the effective purchase price of $0.006 per share that the members of the Sponsor Group paid for the Founder Shares, as compared to the purchase price of $10.00 per Unit sold in the IPO, members of the Sponsor Group may earn a positive rate of return even if the

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share price of New Cepton after the Closing falls below the price initially paid for the Units in the IPO and the GCAC public stockholders experience a negative rate of return following the Closing of the Business Combination;

•        the fact that the initial stockholders have agreed not to redeem any of their Founder Shares in connection with a stockholder vote to approve a proposed initial business combination;

•        if GCAC does not complete an initial business combination by August 2, 2022, a portion of the proceeds from the sale of the Private Placement Warrants will be included in the liquidating distribution to GCAC’s public stockholders and the Private Placement Warrants will expire worthless; and

•        if the Trust Account is liquidated, including in the event GCAC is unable to complete an initial business combination within the required time period, the Sponsor and Nautilus have agreed that they will be liable to GCAC, on a pro rata basis based on the number of founder shares owned by them, if and to the extent any claims by a third party for services rendered or products sold to GCAC, or a prospective target business with which GCAC has entered into a written letter of intent, confidentiality or similar agreement or business combination agreement, reduce the amount of funds in the trust account to below the lesser of (i) $10.00 per public share and (ii) the actual amount per public share held in the trust account as of the date of the liquidation of the trust account, if less than $10.00 per share due to reductions in the value of the trust assets, less taxes payable from interest, provided that such liability will not apply to any claims by a third party or prospective target business who executed a waiver of any and all rights to the monies held in the trust account (whether or not such waiver is enforceable) nor will it apply to any claims under GCAC’s indemnity of the underwriters of the initial public offering against certain liabilities, including liabilities under the Securities Act.

These interests may influence GCAC’s directors in making their recommendation that you vote in favor of the approval of the Business Combination.

Q:     What interests do Cepton’s current officers and directors have in the Business Combination?

A:     Members of the Cepton Board and Cepton’s executive officers have interests in the Business Combination that may be different from or in addition to (and which may conflict with) your interests. These interests include, among others, upon consummation of the Business Combination Agreement: (i) certain Cepton’s executive officers may enter into employment arrangements which may provide for the payment of certain sign-on bonuses, (ii) subject to approval of the Incentive Plan Proposal, Cepton’s executive officers and directors are expected to receive grants of stock options and other equity awards under the 2022 Plan, (iii) certain members of the Cepton Board are expected to serve as members of the New Cepton Board and (iv) certain members of the Cepton Board and executive officers hold equity interests in Cepton, which will be converted into the right to receive equity interests in New Cepton in connection with the Business Combination.

Please see the sections entitled “Risk Factors” and “The Business Combination Proposal (Proposal 1) — Interests of Cepton’s Directors and Officers in the Business Combination” and “Executive and Director Compensation of Cepton — Employment Agreements and Other Arrangements with Executive Officers and Directors” of this proxy statement/consent solicitation statement/prospectus for a further discussion of these interests.

Q:     What happens if I sell my shares of GCAC Class A common stock before the GCAC Special Meeting?

A:     The Record Date is earlier than the date of the GCAC Special Meeting. If you transfer your shares of GCAC Class A common stock after the Record Date, but before the GCAC Special Meeting, unless the transferee obtains from you a proxy to vote those shares, you will retain your right to vote at the GCAC Special Meeting. However, you will not be able to seek redemption of your shares because you will no longer be able to deliver them for cancellation upon consummation of the Business Combination in accordance with the provisions described herein. If you transfer your shares of GCAC Class A common stock prior to the Record Date, you will have no right to vote those shares at the GCAC Special Meeting.

Q:     What happens if a substantial number of the public stockholders vote in favor of the Business Combination and exercise their redemption right?

A:     GCAC stockholders who vote in favor of the Business Combination may also nevertheless exercise their redemption rights. Accordingly, the Business Combination may be consummated even though the funds available from the Trust Account and the number of public stockholders are reduced as a result of redemptions by public stockholders.

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Nonetheless, the consummation of the Business Combination is conditioned upon, among other things, the Minimum Cash Condition described herein. In addition, with fewer Public Shares and public stockholders, the trading market for the New Cepton’s stock may be less liquid than the market for GCAC common stock was prior to consummation of the Business Combination and New Cepton may not be able to meet the listing standards for Nasdaq. In addition, with less funds available from the Trust Account, the working capital infusion from the Trust Account into Cepton’s business will be reduced. As a result, the proceeds will be greater in the event that no public stockholders exercise redemption rights with respect to their public shares for a pro rata portion of the Trust Account as opposed to the scenario in which GCAC’s public stockholders exercise the maximum allowed redemption rights.

Q:     What happens if I vote against any of the Business Combination Proposal, the Amended and Restated Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal or the ESPP Proposal?

A:     If any of the Required Proposals are not approved, the Business Combination is not consummated and GCAC does not otherwise consummate an alternative business combination by August 2, 2022, pursuant to the GCAC Charter, GCAC will be required to dissolve and liquidate its Trust Account by returning the then-remaining funds in such account to the public stockholders, unless GCAC seeks and obtains the consent of its stockholders to amend the GCAC Charter to extend the date by which it must consummate its initial business combination (an “Extension”), in which event, GCAC’s public stockholders will be entitled to an Extension Redemption.

Q:     Do I have redemption rights in connection with the Business Combination?

A:     Pursuant to the GCAC Charter, holders of Public Shares may elect to have their shares redeemed for cash at the applicable redemption price per share calculated in accordance with the GCAC Charter. As January 21, 2022, based on funds in the Trust Account of approximately $172.5 million as of such date, the pro rata portion of the funds available in the Trust Account for the redemption of public shares of GCAC Class A common stock was approximately $10.00 per share. If a holder exercises its redemption rights, then such holder will be exchanging its GCAC Class A common stock for cash and will only have equity interests in New Cepton pursuant to the exercise of its Public Warrants, to the extent it still holds Public Warrants. Such a holder will be entitled to receive cash for its Public Shares only if it properly demands redemption and delivers its shares (either physically or electronically) to GCAC’s transfer agent prior to the GCAC Special Meeting. See the section titled “GCAC Special Meeting — Redemption Rights” for the procedures to be followed if you wish to redeem your shares for cash.

Q:     Will how I vote affect my ability to exercise redemption rights?

A:     No. You may exercise your redemption rights whether or not you attend or vote your shares of GCAC common stock at the GCAC Special Meeting, and regardless of how you vote your shares. As a result, the Business Combination Agreement and the Required Proposals can be approved by stockholders who will redeem their shares and no longer remain stockholders, leaving stockholders who choose not to redeem their shares holding shares in a company with a potentially less liquid trading market, fewer stockholders, potentially less cash and the potential inability to meet the listing standards of Nasdaq.

Q:     How do I exercise my redemption rights?

A:     In order to exercise your redemption rights, you must, prior to 5:00 p.m., Eastern time, on February 7, 2022 (two (2) business days before the date of the GCAC Special Meeting), tender your shares physically or electronically and submit a request in writing that GCAC redeem your Public Shares for cash to Continental Stock Transfer & Trust Company, GCAC’s transfer agent, at the following address:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn:    Mark Zimkind
E-mail: mzimkind@continentalstock.com

Please also affirmatively certify in your request to Continental Stock Transfer & Trust Company for redemption if you “ARE” or “ARE NOT” acting in concert or as a “group” (as defined in Section 13d-3 of the Exchange Act) with any other stockholder with respect to shares of GCAC common stock. A holder of the Public Shares, together with any affiliate of his or any other person with whom he is acting in concert or as a “group” (as defined in

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Section 13d-3 of the Exchange Act) will be restricted from seeking redemption rights with respect to an aggregate of 25% or more of the Public Shares, which we refer to as the “25% threshold.” Accordingly, all Public Shares in excess of the 25% threshold beneficially owned by a public stockholder or group will not be redeemed for cash.

Stockholders seeking to exercise their redemption rights and opting to deliver physical certificates should allot sufficient time to obtain physical certificates from the transfer agent and time to effect delivery. It is GCAC’s understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, GCAC does not have any control over this process and it may take longer than two weeks. Stockholders who hold their shares in street name will have to coordinate with their bank, broker or other nominee to have the shares certificated or delivered electronically.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests and thereafter, with GCAC’s consent, until the vote is taken with respect to the Business Combination. If you delivered your shares for redemption to GCAC’s transfer agent and decide within the required timeframe not to exercise your redemption rights, you may request that GCAC’s transfer agent return the shares (physically or electronically). You may make such request by contacting GCAC’s transfer agent at the phone number or address listed under the question “Who can help answer my questions?” below.

Q:     What are the U.S. federal income tax consequences of exercising my redemption rights?

A:     We expect that a U.S. holder (as defined below) that exercises its redemption rights to receive cash from the GCAC Trust Account in exchange for its public shares will generally be treated as selling such public shares resulting in the recognition of capital gain or capital loss. There may be certain circumstances in which the redemption may be treated as a distribution for U.S. federal income tax purposes depending on the amount of public shares that a U.S. holder owns or is deemed to own (including through the ownership of public warrants). For a more complete discussion of the U.S. federal income tax considerations of an exercise of redemption rights, see “The Business Combination Proposal (Proposal 1) — United States Federal Income Tax Considerations.

TAX MATTERS ARE COMPLICATED, AND THE TAX CONSEQUENCES OF EXERCISING YOUR REDEMPTION RIGHTS WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE EXERCISE OF REDEMPTION RIGHTS TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

Q:     If I am a warrant holder, can I exercise redemption rights with respect to my Warrants?

A:     No. The holders of Warrants have no redemption rights with respect to Warrants.

Q:     If I am a Unit holder, can I exercise redemption rights with respect to my Units?

A:     No. Holders of outstanding Units must separate the underlying Public Shares and Public Warrants prior to exercising redemption rights with respect to the Public Shares.

If you hold Units registered in your own name, you must deliver the certificate for such Units to Continental Stock Transfer & Trust Company, our transfer agent, with written instructions to separate such Units into Public Shares, and Public Warrants. This must be completed far enough in advance to permit the mailing of the Public Share certificates back to you so that you may then exercise your redemption rights upon the separation of the Public Shares from the Units. See “How do I exercise my redemption rights?” above. The address of Continental Stock Transfer & Trust Company is listed under the question “Who can help answer my questions?” below.

If a broker, dealer, commercial bank, trust company or other nominee holds your units, you must instruct such nominee to separate your Units. Your nominee must send written instructions by facsimile to Continental Stock Transfer & Trust Company, our transfer agent. Such written instructions must include the number of Units to be split and the nominee holding such Units. Your nominee must also initiate electronically, using The Depository Trust Company’s deposit withdrawal at custodian (“DWAC”) system, a withdrawal of the relevant units and a deposit of an equal number of Public Shares and Public Warrants. This must be completed far enough in advance to permit your nominee to exercise your redemption rights upon the separation of the Public Shares from the Units. While this is typically done electronically the same business day, you should allow at least one full business day to accomplish the separation. If you fail to cause your Public Shares to be separated in a timely manner, you will likely not be able to exercise your redemption rights.

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Q:     Do I have appraisal rights if I object to the proposed Business Combination?

A:     No. There are no appraisal rights available to holders of GCAC common stock in connection with the Business Combination.

Q:     What happens to the funds held in the Trust Account upon consummation of the Business Combination?

A:     If the Business Combination is consummated, the funds held in the Trust Account will be released to pay:

•        GCAC stockholders who properly exercise their redemption rights;

•        certain other fees, costs and expenses (including regulatory fees, legal fees, accounting fees, printer fees, and other professional fees) that were incurred by GCAC or Cepton in connection with the transactions contemplated by the Business Combination and pursuant to the terms of the Business Combination Agreement;

•        the Maxim Transaction Fee; and reimbursement for all reasonable and documented costs and expenses associated with services performed by Maxim;

•        pursuant to the Capital Markets Advisory Fee Engagement Letter, at the Closing, Craig Hallum will be paid a one-time cash advisory fee of $600,000 (the “Capital Markets Advisory Fee”);

•        the Placement Agent Fee;

•        the M&A Advisory Fee together with reasonable out-of-pocket expenses for which Maxim has not previously been reimbursed thereunder; and

•        for general corporate purposes including, but not limited to, working capital for operations.

Any remaining cash will be used for working capital and general corporate purposes of the Combined Entity.

Q:     What happens if the Business Combination is not consummated?

A:     There are certain circumstances under which the Business Combination Agreement may be terminated. See the section titled “The Business Combination Proposal (Proposal 1) — The Business Combination Agreement” for information regarding the parties’ specific termination rights.

If, as a result of the termination of the Business Combination Agreement or otherwise, GCAC is unable to complete the Business Combination or another initial business combination transaction by August 2, 2022, GCAC’s Charter provides that it will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem the Public Shares, at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the trust account including interest earned on the funds held in the trust account and not previously released to us to pay our taxes (less up to $100,000 of interest to pay dissolution expenses), divided by the number of then outstanding public shares, which redemption will completely extinguish public stockholders’ rights as stockholders (including the right to receive further liquidating distributions, if any), subject to applicable law, and (iii) as promptly as reasonably possible following such redemption, subject to the approval of our remaining stockholders and our board of directors, dissolve and liquidate, subject in each case to GCAC’s obligations under Delaware law to provide for claims of creditors and the requirements of other applicable law.

GCAC expects that the amount of any distribution its public stockholders will be entitled to receive upon its dissolution will be approximately the same as the amount they would have received if they had redeemed their shares in connection with the Business Combination, subject in each case to GCAC’s obligations under the DGCL to provide for claims of creditors and other requirements of applicable law. Holders of founder shares have waived any right to any liquidation distribution with respect to those shares.

In the event of liquidation, there will be no liquidating distributions with respect to GCAC’s outstanding Warrants. Accordingly, the Warrants will expire worthless.

Q:     When is the Business Combination expected to be completed?

A:     The Closing is expected to take place (i) as promptly as practicable, but in no event later than the third business day following the satisfaction or waiver of the conditions described below under the section titled “The Business Combination Proposal (Proposal 1) — Conditions to the Closing” or (ii) on such other date as agreed to by the

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parties to the Business Combination Agreement in writing, in each case, subject to the satisfaction or waiver of the Closing conditions. The Business Combination Agreement may be terminated by either GCAC or Cepton if the Closing has not occurred by March 31, 2022, subject to certain exceptions.

For a description of the conditions to the completion of the Business Combination, see the section titled “The Business Combination Proposal (Proposal 1)”.

Q:     What do I need to do now?

A:     You are urged to read carefully and consider the information contained in this proxy statement/consent solicitation statement/prospectus, including the annexes, and to consider how the Business Combination will affect you as a stockholder. You should then vote as soon as possible in accordance with the instructions provided in this proxy statement/consent solicitation statement/prospectus and on the enclosed proxy card or, if you hold your shares through a brokerage firm, bank or other nominee, on the voting instruction form provided by the broker, bank or nominee.

Q:     How do I vote?

A:     If you are a stockholder of record of GCAC as of January 13, 2022, the Record Date, you may submit your proxy before the GCAC Special Meeting in any of the following ways, if available:

•        use the toll-free number shown on your proxy card;

•        visit the website shown on your proxy card to vote via the Internet; or

•        complete, sign, date and return the enclosed proxy card in the enclosed postage-paid envelope.

Stockholders who choose to participate in the GCAC Special Meeting can vote their shares electronically during the meeting via live audio webcast by visiting https://www.cstproxy.com/gcacorp/2022. You will need the control number that is printed on your proxy card to enter the GCAC Special Meeting. GCAC recommends that you log in at least 15 minutes before the meeting to ensure you are logged in when the GCAC Special Meeting starts.

If your shares are held in “street name” through a broker, bank or other nominee, your broker, bank or other nominee will send you separate instructions describing the procedure for voting your shares. “Street name” stockholders who wish to vote at the GCAC Special Meeting will need to obtain a proxy form from their broker, bank or other nominee.

Q:     What will happen if I abstain from voting or fail to vote at the GCAC Special Meeting?

A:     At the GCAC Special Meeting, GCAC will count a properly executed proxy marked “ABSTAIN” with respect to a particular proposal as present for purposes of determining whether a quorum is present. Abstentions will have the same effect as a vote “AGAINST” the Amended and Restated Charter Proposal. Abstentions will have no effect on the Business Combination Proposal, the Nasdaq Proposal, the Incentive Plan Proposal or the ESPP Proposal. Broker non-votes will not be counted as present for the purposes of establishing a quorum and will have no effect on any of the Proposals.

Q:     What will happen if I sign and return my proxy card without indicating how I wish to vote?

A:     Signed and dated proxies received by GCAC without an indication of how the stockholder intends to vote on a proposal will be voted “FOR” each proposal presented to the stockholders. The proxyholders may use their discretion to vote on any other matters which properly come before the GCAC Special Meeting.

Q:     If I am not going to attend the GCAC Special Meeting in person, should I return my proxy card instead?

A:     Yes. Whether or not you plan to attend the GCAC Special Meeting, please read the enclosed proxy statement/consent solicitation statement/prospectus carefully, and vote your shares by completing, signing, dating and returning the enclosed proxy card in the postage-paid envelope provided.

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Q:     If my shares are held in “street name,” will my broker, bank or nominee automatically vote my shares for me?

A:     No. Under the rules of various national and regional securities exchanges, your broker, bank or nominee cannot vote your shares with respect to non-routine matters unless you provide instructions on how to vote in accordance with the information and procedures provided to you by your broker, bank or nominee. GCAC believes the proposals presented to the stockholders will be considered non-routine and therefore your broker, bank or nominee cannot vote your shares without your instruction on any of the proposals presented at the GCAC Special Meeting. Your bank, broker or other nominee can vote your shares only if you provide instructions on how to vote. You should instruct your broker to vote your shares in accordance with directions you provide.

Q:     May I change my vote after I have mailed my signed proxy card?

A:     Yes. If you are a holder of record of GCAC common stock as of the close of business on the Record Date, whether you vote by mail, you can change your vote or revoke your proxy before it is voted at the GCAC Special Meeting by sending a later-dated, signed proxy card to GCAC’s secretary at the address listed below so that it is received by GCAC’s secretary prior to the GCAC Special Meeting or attend the GCAC Special Meeting in person online and vote (although attending the GCAC Special Meeting will not, by itself, revoke a proxy). You also may revoke your proxy by sending a notice of revocation to GCAC’s secretary, which must be received by GCAC’s secretary prior to the GCAC Special Meeting. If you are a beneficial owner of GCAC common stock as of the close of business on the Record Date, you must follow the instructions of your broker, bank or other nominee to revoke or change your voting instructions.

Q:     What should I do if I receive more than one set of voting materials?

A:     You may receive more than one set of voting materials, including multiple copies of this proxy statement/consent solicitation statement/prospectus and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a holder of record and your shares are registered in more than one name, you will receive more than one proxy card. Please complete, sign, date and return each proxy card and voting instruction card that you receive in order to cast your vote with respect to all of your shares.

Q:     Who will solicit and pay the cost of soliciting proxies?

A:     GCAC will pay the cost of soliciting proxies for the GCAC Special Meeting. GCAC has engaged Advantage Proxy, which we refer to as “Advantage,” to assist in the solicitation of proxies for the GCAC Special Meeting. GCAC has agreed to pay Advantage a fee of $10,000, plus disbursements. GCAC will reimburse Advantage for reasonable out-of-pocket expenses and will indemnify Advantage and its affiliates against certain claims, liabilities, losses, damages and expenses. GCAC will also reimburse banks, brokers and other custodians, nominees and fiduciaries representing beneficial owners of shares of GCAC common stock for their expenses in forwarding soliciting materials to beneficial owners of the GCAC common stock and in obtaining voting instructions from those owners. GCAC’s directors, officers and employees may also solicit proxies by telephone, by facsimile, by mail, on the Internet or in person. They will not be paid any additional amounts for soliciting proxies.

Q:     Who can help answer my questions?

A:     If you have questions about the proposals or if you need additional copies of this proxy statement/consent solicitation statement/prospectus or the enclosed proxy card you should contact:

Prokopios “Akis” Tsirigakis
Chairman and Co-Chief Executive Officer
300 Park Avenue, 16th Floor
New York, New York 10022
(212) 895-3500

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You may also contact our proxy solicitor, Advantage Proxy, at:

Karen Smith
President & CEO
PO Box 13581
Des Moines, WA 98198
Toll Free: (877) 870-8565
Collect: (206) 870-8565
(banks and brokers can call collect at (206) 870-8565)
Email: ksmith@advantageproxy.com

To obtain timely delivery, GCAC stockholders must request the materials no later than February 3, 2022.

You may also obtain additional information about GCAC from documents filed with the SEC by following the instructions in the section titled “Where You Can Find More Information.”

If you intend to seek redemption of your Public Shares, you will need to send a letter demanding redemption and deliver your stock (either physically or electronically) to GCAC’s transfer agent prior to the GCAC Special Meeting in accordance with the procedures detailed under the question “How do I exercise my redemption rights?” If you have questions regarding the certification of your position or delivery of your stock, please contact:

Continental Stock Transfer & Trust Company
One State Street Plaza, 30th Floor
New York, New York 10004
Attn:    Mark Zimkind
E-mail: mzimkind@continentalstock.com

QUESTIONS AND ANSWERS ABOUT CEPTON’S CONSENT SOLICITATION

Q:     Did the Cepton Board approve the Business Combination Agreement?

A:     Yes. Following a review of the Business Combination Agreement and of the negotiations between Cepton, GCAC and their respective representatives with respect to the Business Combination Agreement, the Cepton Board unanimously (i) determined that the Business Combination Agreement and Merger were fair to and in the best interests of Cepton and its stockholders, (ii) approved the Business Combination Agreement and the Merger and declared them advisable, and (iii) recommended that Cepton’s stockholders approve and adopt the Business Combination Agreement and the Merger and directed that the Business Combination Agreement and the transactions contemplated thereby (including the Merger, the conversion of the Class F stock to common stock and the conversion of preferred stock to common stock) be submitted for consideration by Cepton’s stockholders.

Q:     What am I being asked to approve?

A:     Cepton stockholders are being asked to approve the Cepton Business Combination Proposal.

Q:     What will happen to my existing shares of Cepton common stock, Cepton Class F stock and Cepton preferred stock?

A:     Immediately prior to the Closing, each share of Cepton Class F stock and Cepton preferred stock will be converted into a number of shares of Cepton common stock at the then-effective conversion rate (as calculated pursuant to the Cepton Charter) and a number of shares of Cepton common stock issuable with respect to any accrued dividends in accordance with the terms of the Cepton Charter, and each share of converted Cepton Class F stock and Cepton preferred stock will no longer be outstanding and will cease to exist, such that each holder of Cepton Class F stock and Cepton preferred stock will thereafter cease to have any rights with respect to such securities. At Closing, as a result of the Business Combination, each outstanding share of Cepton common stock (other than those properly exercising any applicable dissenters or appraisal rights under applicable law and other than cancelled shares) will be cancelled and automatically converted into (i) the right to receive the Per Share Stock Consideration and (ii) the contingent right to receive a number of Earnout Shares in accordance with the Business Combination Agreement.

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Q:     What is the recommendation of the Cepton Board?

A:     The Cepton Board unanimously recommends that the Cepton stockholders approve and adopt the Business Combination Agreement and approve the Merger.

Q:     Who is entitled to give a written consent for Cepton?

A:     The Cepton Board has set January 24, 2022 as the record date (the “Cepton Record Date”) for determining Cepton stockholders entitled to sign and deliver written consents with respect to this consent solicitation. Holders of outstanding shares of Cepton common stock, Cepton Class F stock or Cepton preferred stock as of the close of business on the Cepton Record Date will be entitled to give a consent using the form of written consent furnished with this proxy statement/consent solicitation statement/prospectus.

Q:     What will happen in the Business Combination?

A:     At the Closing, Merger Sub will merge with and into Cepton, with Cepton surviving such Merger, as a result of which Cepton stockholders will receive newly issued shares of New Cepton common stock (except those who properly exercise appraisal or dissenters’ rights under applicable law), and any outstanding Company Convertible Securities will be terminated and cancelled. Upon consummation of the Business Combination, Cepton will become a wholly-owned subsidiary of GCAC. After the Closing of the Business Combination, the cash held in the Trust Account will be released from the Trust Account and used to pay each of GCAC’s and Cepton’s transaction expenses and other liabilities of GCAC due as of the Closing, and for working capital and general corporate purposes. A copy of the Business Combination Agreement is attached to this proxy statement/consent solicitation statement/prospectus as Annex A-1 and a copy of an amendment to the Business Combination Agreement is attached as Annex A-2.

Q:     Do any Cepton directors or officers have interests in the Business Combination that may differ from or be in addition to the interests of Cepton stockholders?

A:     Yes. Cepton stockholders should be aware that members of Cepton’s Board and its executive officers have interests in the Business Combination that may be different from or in addition to (and which may conflict with) the interests of Cepton’s stockholders. The Cepton Board was aware of and considered these interests, among other matters, in deciding to approve the terms of the Business Combination Agreement and the Business Combination.

Please see the sections entitled “Risk Factors” and “The Business Combination Proposal (Proposal 1) — Interests of Cepton’s Directors and Officers in the Business Combination” and “Executive and Director Compensation of Cepton — Employment Agreements and Other Arrangements with Executive Officers and Directors” of this proxy statement/consent solicitation statement/prospectus for a further discussion of these interests.

Q:     When is the Business Combination expected to be completed?

A:     The Closing is expected to take place (i) as promptly as practicable, but in no event later than the third business day following the satisfaction or waiver of the conditions described below under the section titled “The Business Combination Proposal (Proposal 1) — Merger Closing Conditions” or (ii) such other date as agreed to by the parties to the Business Combination Agreement in writing, in each case, subject to the satisfaction or waiver of the closing conditions. The Business Combination Agreement may be terminated by either GCAC or Cepton if the Closing has not occurred by March 31, 2022, subject to certain exceptions.

For a description of the conditions to the completion of the Business Combination, see the section titled “The Business Combination Proposal (Proposal 1)”.

Q:     What approval is required by Cepton stockholders to adopt and approve the Business Combination Agreement and approve the Merger?

A:     The Business Combination, including the Merger, cannot be completed unless Cepton stockholders adopt and approve the Business Combination Agreement and thereby approve the Merger and the other transactions contemplated by the Business Combination Agreement. Pursuant to the applicable law, the Cepton certificate of incorporation and the stockholders agreement among Cepton and its stockholders (as amended, the “Cepton Stockholders’ Agreement”), the adoption and approval of the Business Combination Agreement and the

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approval of the Merger requires the approval of the holders of a majority of the issued and outstanding shares of Cepton common stock and Cepton preferred stock (on an as-converted-to-Cepton-common stock basis) as of the Cepton Record Date deliver written consent as a single class (the “Required Merger Approval”).

Your execution and delivery of the written consent is important. The Merger cannot be completed unless the Business Combination Agreement is adopted and approved and the Merger is approved by the Required Merger Approval. If you fail to deliver the written consent with respect to the adoption and approval of the Business Combination Agreement and approval of the Merger and the other transactions contemplated by the Business Combination Agreement, the effect will be the same as a vote “AGAINST” the adoption and approval of the Business Combination Agreement and approval of the Merger and the other transactions contemplated by the Business Combination Agreement.

Q:     How can I return my written consent?

A:     If you hold shares of Cepton common stock or Cepton preferred stock as of the close of business on the Cepton Record Date and you wish to submit your consent, you must fill out the enclosed written consent, date and sign it, and promptly return it to Cepton. Once you have completed, dated and signed your written consent, deliver it to Cepton by emailing a .pdf copy of your written consent to  investorrelations@cepton.com   or by mailing your written consent to Cepton at 399 West Trimble Rd, San Jose, CA 95131, Attention: Investor Relations.

Cepton does not intend to hold a stockholders’ meeting to consider the adoption and approval of the Business Combination Agreement, the approval of the Merger and the other transaction contemplated by the Business Combination Agreement, and, unless Cepton decides to hold a stockholders’ meeting for such purposes, you will be unable to vote in person by attending a stockholders’ meeting.

Q:     What is the deadline for returning my written consent?

A:     The Cepton Board has set 5:00 p.m. Eastern Time, on February 3, 2022 as the targeted final date for the receipt of written consents. Cepton reserves the right to extend the final date for the receipt of written consents beyond February 3, 2022 in the event that consents approving the Merger and adopting and approving the Business Combination Agreement and the other transactions contemplated by the Business Combination Agreement have not been obtained by that date from holders of a sufficient number of shares of Cepton common stock and Cepton preferred stock to satisfy the conditions to the Merger. Any such extension may be made without notice to Cepton stockholders. Once all conditions to the Merger have been satisfied or waived, the consent solicitation will conclude.

The Merger and the other transactions contemplated by the Business Combination Agreement will not be approved and the Business Combination Agreement will not be adopted and approved unless the Required Merger Approval is obtained.

Under the Business Combination Agreement, Cepton has agreed to use its reasonable best efforts to obtain the Required Merger Approval as promptly as practicable after this proxy statement/consent solicitation statement/prospectus is approved by the SEC and declared effective. Your prompt return of the written consent is important.

Q:     Can I change or revoke my written consent?

A:     Yes. You may change or revoke your consent to the Cepton Business Combination Proposal at any time before the consent deadline; however, such change or revocation is not expected to have any effect, as the delivery of the written consents contemplated by the Cepton Stockholder Support Agreements will constitute the Cepton Stockholder Approval at the time of such delivery. If you wish to change or revoke your consent before the consent deadline, you may do so by sending in a new written consent with a later date by one of the means described in the section entitled “Cepton’s Solicitation of Written Consents — Submission of Written Consents.”

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Q:     What options do I have with respect to the adoption and approval of the Business Combination Agreement and the approval of the Merger?

A:     With respect to the outstanding shares of Cepton common stock or Cepton preferred stock that you hold, you may execute a written consent to adopt and approve the Business Combination Agreement and thereby approve the Merger and the other transactions contemplated by the Business Combination Agreement (which is equivalent to a vote for the Business Combination Agreement and Merger). If you fail to execute and return your written consent, or otherwise withhold your written consent for the adoption and approval of the Business Combination Agreement and approval of the Merger and the other transactions contemplated by the Business Combination Agreement, it has the same effect as voting “AGAINST” the adoption and approval of the Business Combination Agreement, the approval of the Merger and the other transactions contemplated by the Business Combination Agreement. Please note that the Merger cannot be completed unless the Required Merger Approval is obtained.

Q:     Can I dissent and require appraisal of my shares?

A:     Holders of shares of Cepton stock who (i) do not consent to the adoption of the Business Combination Agreement, (ii) follow the procedures set forth in Section 262 of the DGCL (including making a written demand of appraisal to Cepton within 20 days after the date of mailing of the notice of appraisal rights) and Chapter 13 of the CCC and (iii) have not otherwise waived the appraisal rights or dissenters’ rights, will be entitled, under Section 262 of the DGCL and Chapter 13 of the CCC, to have their shares appraised by the Delaware Court of Chancery or the applicable California superior court and to receive payment in cash of the “fair value” of the shares, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid on the amount determined to be “fair value”. The “fair value” of their shares as so determined could be more than, the same as or less than the consideration payable pursuant to the Business Combination Agreement. Failure to follow the procedures specified under Section 262 of the DGCL and Chapter 13 of the CCC may result in the loss of appraisal or dissenters’ rights. See “Appraisal Rights” herein, Section 262 of the DGCL attached as Annex G and Chapter 13 of the CCC attached as Annex H.

Q:     Should Cepton stockholders send in their stock certificates now?

A:     No. Cepton stockholders SHOULD NOT send in any stock certificates now. If the Business Combination Agreement is adopted and the Merger is consummated, transmittal materials, with instructions for their completion, will be provided under separate cover to Cepton stockholders who hold physical stock certificates and the stock certificates should be sent at that time in accordance with such instructions.

Q:     Whom should I contact if I have any questions about the consent solicitation?

A:     If you have any questions about the Business Combination or how to return your written consent or letter of transmittal, or if you need additional copies of this proxy statement/consent solicitation statement/prospectus or a replacement written consent or letter of transmittal, you should contact Cepton at investorrelations@cepton.com.

Q:     What are the material U.S. federal income tax consequences of the Business Combination to me?

A:     The material U.S. federal income tax considerations that may be relevant to you in respect of the Business Combination are discussed in more detail in the section titled “The Business Combination Proposal (Proposal 1) — United States Federal Income Tax Considerations.” The discussion of the U.S. federal income tax consequences contained in this proxy statement/consent solicitation statement/prospectus is intended to provide only a general discussion and is not a complete analysis or description of all of the U.S. federal income tax considerations that are applicable to you in respect of the Business Combination, nor does it address any tax considerations arising under U.S. state or local or non-U.S. tax laws.

THE TAX CONSEQUENCES OF THE BUSINESS COMBINATION WILL DEPEND ON THE FACTS OF YOUR OWN SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISOR AS TO THE SPECIFIC TAX CONSEQUENCES OF THE BUSINESS COMBINATION TO YOU IN YOUR PARTICULAR CIRCUMSTANCES.

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SUMMARY OF THE PROXY STATEMENT/CONSENT SOLICITATION STATEMENT/PROSPECTUS

This summary summarizes certain information contained in this proxy statement/consent solicitation/prospectus and may not contain all of the information that is important to you. To better understand the Business Combination and the Proposals to be considered at the GCAC Special Meeting, you should read this entire proxy statement/consent solicitation statement/prospectus carefully, including the annexes. See also the section titled “Where You Can Find More Information” of this proxy statement/consent solicitation statement/prospectus.

Unless otherwise indicated or the context otherwise requires, references in this summary to “New Cepton” refer to GCAC and its consolidated subsidiaries after giving effect to the Business Combination, including Cepton and its subsidiaries. References to the “Company” or “GCAC” refer to Growth Capital Acquisition Corp. and references to “Cepton” refer to Cepton Technologies, Inc.

Unless otherwise specified, all share calculations assume no exercise of redemption rights by the Company’s public stockholders and do not include any shares of GCAC common stock issuable upon the exercise of the Warrants.

The Parties to the Business Combination

Growth Capital Acquisition Corp.

GCAC is a special purpose acquisition company formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. GCAC common stock, Units and Warrants are currently listed on Nasdaq under the symbols “GCAC”, “GCACU” and “GCACW”, respectively. The mailing address of GCAC’s principal executive officer is Prokopios “Akis” Tsirigakis, Chairman and Co-Chief Executive Officer, 300 Park Avenue, 16th Floor, New York, New York 10022, (212) 895-3500.

Cepton Technologies, Inc.

Founded in 2016 and led by Chief Executive Officer, Dr. Jun Pei and Chief Technology Officer, Dr. Mark McCord. Cepton is focused on the mass market commercialization of high performance, high quality lidar solutions and has been awarded the largest known ADAS lidar series production award in the industry to date, based on number of vehicle models awarded, by OEM-B (as defined below). Cepton’s lidar solutions offer high performance and auto-grade reliability at competitive prices for a range of markets, such as Automotive and Smart Infrastructure. Cepton’s patented Micro Motion Technology (“MMT®”)-based lidar technology enables reliable, high performance, low power, and compact solutions that deliver long range, high resolution 3D perception for smart applications. Cepton is headquartered in San Jose, California, with a sales and marketing presence in North America, Europe, Japan, India and China, to serve a fast-growing global customer base.

The mailing address of Cepton’s principal executive office is 399 West Trimble Road, San Jose, California 95131, and its telephone number is (408) 459-7579.

For more information about Cepton, see the sections entitled “Information About Cepton” and “Cepton’s Management’s Discussion and Analysis of Financial Condition and Results of Operation.

Merger Sub

Merger Sub is a wholly-owned subsidiary of GCAC, formed on July 22, 2021 to consummate the Business Combination. In the Business Combination, Merger Sub will merge with and into Cepton with Cepton surviving the Merger. As a result, Cepton will become a wholly-owned subsidiary of GCAC.

The Proposals

The Business Combination Proposal (Proposal 1)

GCAC, GCAC Merger Sub and Cepton have agreed to the Business Combination under the terms of the Business Combination Agreement, dated as of August 4, 2021 (as amended by the Amendment to the Business Combination Agreement, dated as of January 21, 2022). This agreement, as may be amended or supplemented from time to time,

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is referred to in this proxy statement/consent solicitation statement/prospectus as the “Business Combination Agreement.” Pursuant to the terms and subject to the conditions set forth in the Business Combination Agreement, at the Closing (as defined in the Business Combination Agreement), GCAC Merger Sub, a Delaware corporation and a wholly-owned subsidiary of GCAC will merge with and into Cepton, with Cepton continuing as the surviving entity and becoming a wholly-owned subsidiary of GCAC. See the section titled “The Business Combination Proposal (Proposal 1)”.

Subject to the terms and conditions set forth in the Business Combination Agreement, among other matters, at the effective time of the Merger (the “Effective Time”):

(a)     the outstanding shares of Class A common stock, par value $0.0001 per share, of GCAC (“GCAC Class A common stock”), including any shares of Class B common stock, par value $0.0001 per share, of GCAC (“GCAC Class B common stock”, and together with the GCAC Class A common stock, the “GCAC common stock”) that are converted into GCAC Class A common stock in accordance with GCAC’s amended and restated certificate of incorporation, as amended (the “Amended and Restated Charter”), will be redesignated as common stock, par value $0.00001 per share, of Cepton, Inc. (which will be the new name of GCAC after the Closing, as described below) (referred to herein as “New Cepton common stock”);

(b)    each share of Cepton common stock (other than dissenting shares) will be converted into (i) the contingent right to receive Earnout Shares (as defined below) (which may be zero) and (ii) a certain number of shares of New Cepton common stock equal to the Per Share Stock Consideration; and

(c)     each option to purchase shares of Cepton common stock, whether or not exercisable and whether or not vested, that is outstanding immediately prior to the Effective Time will be assumed by GCAC and converted into an option to purchase shares of New Cepton common stock.

Merger Closing Conditions

The consummation of the Business Combination is subject to certain conditions, among others:

•        approval by Cepton’s stockholders of the approval and adoption of the Business Combination Agreement, the Merger, and all other transactions contemplated by the Business Combination Agreement;

•        approval by GCAC’s stockholders of the Business Combination Proposal, the Amended and Restated Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal and the ESPP Proposal;

•        GCAC having at least $5,000,001 of net tangible assets as of the Effective Time;

•        the expiration or termination of the waiting period under the HSR Act;

•        the listing of the shares of New Cepton common stock to be issued in connection with the closing of the transactions contemplated by the Business Combination Agreement will be approved for listing on the Nasdaq, subject only to official notice of issuance thereof;

•        the registration statement having been declared effective under the Securities Act;

•        the GCAC Charter having been amended and restated by the Amended and Restated Charter;

•        no governmental authority of competent jurisdiction having entered any law, rule, regulation, judgement, decree, executive order, or award that has the effect of making the transactions contemplated by the Business Combination Agreement, illegal or otherwise prohibiting consummation of the transactions contemplated by the Business Combination Agreement;

•        no GCAC or Cepton Material Adverse Effect shall have occurred between the date the Business Combination Agreement was entered into and the Closing; and

•        the Closing GCAC Cash shall equal or exceed the Minimum Cash Condition.

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Merger Structure

Pursuant to the Business Combination Agreement, upon the Closing, Merger Sub, a subsidiary of GCAC, will be merged with and into Cepton, with Cepton continuing as the surviving entity of the Merger and becoming a wholly-owned subsidiary of GCAC. See “The Business Combination Proposal (Proposal 1) — General Description of the Business Combination Agreement” and “The Business Combination Proposal (Proposal 1) — Merger Consideration.”

Covenants

Each party to the Business Combination Agreement has agreed to use its commercially reasonable efforts to effect the Closing. The Business Combination Agreement also contains certain customary covenants by each of the parties during the period between the signing of the Business Combination Agreement and the earlier of the Closing or the termination of the Business Combination Agreement in accordance with its terms (the “Interim Period”), including covenants regarding including with respect to (1) the operation of their respective businesses in the ordinary course of business; (2) the provision of access to their properties, books personnel, and policies, (3) provision of financial statements by Cepton; (4) GCAC’s stock listing; (5) notifications of certain breaches, consent requirements, material adverse changes or other matters; (6) efforts to consummate the Closing and obtain third party and regulatory approvals; (7) tax matters and transfer taxes; (8) further assurances; (9) confidentiality; (10) public announcements; and (11) the HSR Act compliance (if applicable). There are also certain customary post-Closing covenants regarding (1) maintenance of books and records; (2) indemnification of directors and officers; and (3) use of trust account proceeds.

Pursuant to the Business Combination Agreement, GCAC has agreed to file a Registration Statement on Form S-4 with respect to the issuance of the New Cepton common stock to the Cepton stockholders, which will contain a proxy statement/consent solicitation statement/prospectus for the GCAC Special Meeting for GCAC stockholders to consider the Business Combination Agreement and the related transactions and matters, including the Required Proposals described herein.

Termination

The Business Combination Agreement may be terminated under certain customary and limited circumstances at any time prior the Closing, including among other reasons:

•        by mutual written consent of GCAC and Cepton;

•        by either GCAC or Cepton if the Closing has not occurred by March 31, 2022, other than as a result of a breach by the party seeking termination;

•        by either GCAC or Cepton if a Governmental Authority (as defined in the Business Combination Agreement) shall have issued an order or taken any other action permanently restraining, enjoining or otherwise prohibiting, or if any law is in effect making illegal, the transactions contemplated by the Business Combination Agreement;

•        by either GCAC or Cepton if GCAC fails to obtain the required stockholder approvals at the Meeting;

•        by GCAC if (i) Cepton fails to obtain stockholder approval or (ii) Cepton fails to deliver to GCAC the Stockholder Support Agreements within twenty-four hours after the execution of the Business Combination Agreement;

•        by GCAC upon a breach of any representation, warranty, covenant or agreement on the part of Cepton set forth in the Business Combination Agreement, or if any representation or warranty of Cepton becomes untrue and is not cured by the earlier of 20 days after notice of such breach and March 31, 2022; and

•        by Cepton upon a breach of any representation, warranty, covenant or agreement on the part of GCAC or Merger Sub set forth in the Business Combination Agreement, or if any representation or warranty of GCAC or Merger Sub becomes untrue and is not cured by the earlier of 20 days after notice of such breach and March 31, 2022.

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Executive Officers and Directors of the Combined Entity

The following persons are expected to be elected or appointed by the GCAC board to serve as executive officers and directors of New Cepton following the Business Combination. For biographical information concerning the executive officers and directors following the Business Combination, see “Management after the Business Combination — Executive Officers and Directors After the Business Combination”.

The following table sets forth the name, age and position of each of the expected directors and executive officers of New Cepton upon consummation of the Business Combination:

Name

 

Age

 

Position

Executive Officers

       

Jun Pei(1)

 

53

 

President, Chief Executive Officer and Chair of New Cepton

Winston Fu(1)

 

55

 

Chief Financial Officer, Secretary and Director

Mark McCord

 

60

 

Chief Technology Officer

Liqun Han

 

52

 

Senior Vice President of Operations

Dongyi Liao

 

45

 

Senior Vice President of Applications

Jinying (Jenny) Chen

 

48

 

Corporate Controller

         

Non-Employee Directors

       

Jun Ye(1)

 

54

 

Director

Xiaogang (Jason) Zhang(1)

 

55

 

Director

Takayuki Katsuda(1)

 

58

 

Director

George Syllantavos(2)

 

57

 

Director

Mei (May) Wang(1)

 

51

 

Director

____________

(1)      Designated by Cepton

(2)      Designated by GCAC

Interests of Cepton’s and GCAC’s Directors and Officers in the Business Combination

When you consider the recommendation of our board of directors in favor of approval of the Business Combination Proposal and the other proposals, you should keep in mind that the directors and executive officers of GCAC and of Cepton have interests in the Business Combination and other proposals that may be different from, or in addition to, those of GCAC stockholders and warrantholders generally. These interests include, among other things, the fact that certain of Cepton’s directors and officers will become directors and officers of New Cepton upon the consummation of the Business Combination.

Please see the sections entitled “Risk Factors” and “The Business Combination Proposal (Proposal 1) — Interests of Cepton’s Directors and Officers in the Business Combination” and “The Business Combination Proposal (Proposal 1) — Interests of GCAC Directors and Officers in the Business Combination” of this proxy statement/consent solicitation statement/prospectus for a further discussion of this and other risks.

Classified Board of Directors

New Cepton’s board of directors will consist of seven members upon the closing of the Business Combination. In accordance with the Amended and Restated Charter to be filed, immediately after the consummation of the Business Combination, the board of directors will be divided into three classes designated Class A, Class B and Class C. Each class shall consist, as nearly as may be possible, of one-third (1/3) of the total number of directors constituting the entire Board of Directors. Each director shall serve for a term ending on the date of the third annual meeting of stockholders following the annual meeting of stockholders at which such director was elected; provided that each director initially assigned to Class A shall serve for a term expiring at GCAC’s first annual meeting of stockholders held after the Effective Time; each director initially assigned to Class B shall serve for a term expiring at GCAC’s second annual meeting of stockholders held after the Effective Time; and each director initially assigned to Class C

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shall serve for a term expiring at GCAC’s third annual meeting of stockholders held after the Effective Time. Directors will not be able to be removed during their term except for cause. The directors will be divided among the three classes as follows:

•        Class A, which we anticipate will consist of Jun Ye, Winston Fu and Mei (May) Wang, whose terms will expire at the first annual meeting of stockholders to be held after the consummation of the Business Combination;

•        Class B, which we anticipate will consist of George Syllantavos and Jason Zhang, whose terms will expire at the second annual meeting of stockholders to be held after the consummation of the Business Combination; and

•        Class C, which we anticipate will consist of Jun Pei and Takayuki Katsuda, whose terms will expire at the third annual meeting of stockholders to be held after the consummation of the Business Combination.

New Cepton expects that any additional directorships resulting from an increase in the number of directors will be distributed among the three classes so that, as nearly as possible, each class will consist of one-third of the directors. The division of the board of directors into three classes with staggered terms may delay or prevent a change of our management or a change in control.

Recommendation of the GCAC Board and Reasons for the Business Combination

GCAC was formed for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses. GCAC sought to do this by utilizing the networks and industry experience of both its management team and the GCAC Board, as well as that of Maxim, its sponsor, underwriter of the GCAC IPO and marketing advisor, to acquire and operate one or more businesses within or outside advisor, to acquire and operate one or more businesses within or outside of the United States.

GCAC sought to target an initial business combination that would provide its investors with an attractive return profile. Its efforts were not limited to a specific industry or geographic region, but, as described in the prospectus in connection with the GCAC IPO, GCAC focused on entities having the following characteristics:

•        Global emerging growth and lower-to-middle market companies.    GCAC sought an initial business combination with an aggregate enterprise value of approximately $300 million to $1.5 billion. GCAC believed that this segment of the market enabled it to leverage Maxim’s vast global network to identify opportunities.

•        Attractive initial valuation arbitrage.    GCAC believed there are substantial private-to-public arbitrage opportunities that exist in the global emerging growth and lower-to-middle market sectors. GCAC sought to target an initial business combination that may provide a compelling private-to-public valuation arbitrage to initially capitalize on.

•        Solid Free Cash Flow Generation Potential.    GCAC sought to acquire via an initial business combination a target with strong free cash flow generation potential, attractive operating margins, strong free cash flow generation and solid recurring revenue streams based on commitments with the target’s customers.

•        Strong platforms within niche market segments that would benefit from access to the public markets.    GCAC intended to target an initial business combination with a platform company that can thrive within the public market. GCAC believed there are many reasons to establish a public market platform, including, but not limited to, efficiencies of raising capital, a public market currency and valuation differentials that would support growth.

•        Platform opportunities that can benefit from “bolt-on” acquisitions.    GCAC believed that finding a core platform to transact with will potentially benefit from acquisitions or consolidation within their respective industries. GCAC sought to target fragmented industries, but also believed that future “bolt-on” acquisitions may provide additional enhanced margins, further operational scale and capture further valuation arbitrage opportunities.

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•        Investment opportunities that can thrive from deploying growth capital.    GCAC believed that in addition to capturing the private-to-public valuation arbitrage opportunity with its initial business combination, it also recognized that it is critical to find a target entity that would benefit from having access to growth capital. GCAC believed that if this growth capital is deployed efficiently, the initial business combination may potentially provide additional attractive risk-adjusted returns.

•        Management teams that have showcased industry leading operational expertise and a track record of providing returns to investors.    GCAC sought opportunities that had strong management teams that have been able to historically provide returns to their investors or would have the ability to do so in the future. GCAC believed that the expertise of a management team is one of the critical components for driving growth, operational efficiencies and unlocking value from an investment opportunity.

•        Investment opportunities that can benefit from Maxim’s and GCAC’s management team’s expertise.    Maxim’s (and its affiliates’) and GCAC’s management team’s expertise and prior track record of acting as operators, investors and investment bankers uniquely position GCAC to provide significant incremental value-added support to any potential target with which it transacts. GCAC believed that it would be able to enhance returns for any future potential target in concert with a target’s management team.

•        Off market and complex proprietary transactions.    As a result of its robust deal sourcing network, Maxim often comes across unique and complex transactions that may require a significant amount of financial engineering and creative capital structure enhancement to unlock cash flow generation and value. GCAC determined not to shy away from such potential opportunities, as it believed that these potential transactions may unlock significant risk-adjusted returns.

The above criteria were not intended to be exhaustive. Any evaluation relating to the merits of a particular initial business combination may be based, to the extent relevant, on these general guidelines as well as other considerations, factors and criteria that GCAC’s management and the GCAC Board deemed relevant.

The GCAC Board determined that Cepton satisfied the criteria described above, to the extent applicable. In addition, the GCAC Board considered the following positive factors, among others, although not weighted or presented in any order of significance:

•        Proprietary technology.    Cepton has valuable and patented proprietary MMT® technology. This technology is validated by the fact that it enabled Cepton to prevail over other lidar companies in competition for OEM-B’s award.

•        First mover in its niche market.    When pursuing its business combination, GCAC looked for a target that was an early leader in its market and was setting trends in their products and/or services. Cepton had such early lead by being able to receive a major ADAS lidar series production award by OEM-B at the end of 2019 and has been successfully implementing through product integration since such time.

•        Public company-readiness.    GCAC believed that Cepton was well-prepared for an initial public offering of its equity or acquisition by a special purpose acquisition company, with well-developed corporate governance, financial controls and reporting policies already in place in view of its existing investor base.

•        Experienced management team.    The members of Cepton’s top management are highly educated and accomplished in each member’s respective field, instilling confidence in Cepton’s technology and business.

•        Product plans and expectations.    Cepton has been implementing the OEM-B ADAS lidar series production award since the end of 2019 and the award calls for Cepton’s lidar products to be in the various models of OEM-B’s automobiles produced during the 2023-2027 production years.

•        Industry position.    The likelihood that Cepton’s MMT® technology will prevail as the one adopted by other automotive OEMs, which, if it were to occur, would substantially increase Cepton’s financial projections as well as place it in a position to be a consolidator in the lidar industry.

•        Financial Condition.    The GCAC Board also considered factors such as Cepton’s historical financing rounds, use of funds from such rounds, financial results, outlook, financial plan and lack of indebtedness.

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In considering these factors, the GCAC Board reviewed Cepton’s prospects for growth if it achieves its business plan. In reviewing these factors, the GCAC Board concluded that Cepton should be well positioned to gain global market share.

•        Widely-applicable technology and scalable model offering growth potential.    GCAC’s management believes that Cepton’s technology-driven solutions are widely applicable and scalable and have a unique window of opportunity to create advantages that will grow with the lidar industry. This conclusion is significantly supported by Cepton’s close relationship with auto industry Tier 1 supplier, Koito, which has been an approved supplier to OEM-B (as well to other auto OEMs) for many years.

In the course of evaluating a transaction with Cepton, GCAC’s management regularly provided the GCAC Board with pertinent information, including reports from third parties, to enable the directors to formulate an informed opinion of the lidar industry in general, Cepton in particular, and publicly traded companies comparable to Cepton. Such information included, among other things:

•        Cepton historical audited financial statements for 2019 and 2020, as well as unaudited financial statements for the first and second quarters of 2021, along with related financial notes;

•        Financial projections for the period from 2021-2026. Such projections were broken down for automotive related revenue and smart infrastructure related revenue. Automotive lidar revenue was qualified as expected revenue to be derived from the OEM-B award as well as from other auto lidar engagements in which Cepton is currently involved (Cepton is currently engaged with all of the top 10 auto OEMs). Additionally, the expected smart infrastructure revenue is based on in excess of 120 such engagements currently and involve industrial, transportation, building access and safety and other applications;

•        Craig-Hallum’s report on the lidar industry and analysts’ reports on publicly traded companies;

•        a major consulting firm’s extensive qualitative and quantitative comparison report of publicly traded lidar companies and their products and technologies;

•        Maxim’s valuation analysis including similar public company comparable companies;

•        Maxim’s presentation of the transaction; and

•        a copy of the LOI (as defined below) and, subsequently, the Business Combination Agreement.

In evaluating the Business Combination with Cepton, the GCAC Board consulted with GCAC’s management and legal and financial advisors. The GCAC Board reviewed a comparable publicly listed company analysis in order to determine that the consideration to be paid was reasonable and that the Business Combination was in the best interests of GCAC’s stockholders. The financial data reviewed also included the historical and projected financial information of Cepton and an analysis of pro forma capital structure and comparable company trading multiples prepared by management and GCAC’s advisor, Maxim.

GCAC’s management also conducted a due diligence review of Cepton that included an industry analysis, an analysis of Cepton’s existing business model and Cepton’s historical and projected financial results. GCAC’s management, including its directors, officers and advisors, have many years of experience in both operational management and investment and financial management and analysis and, in the opinion of the GCAC Board, was suitably qualified to conduct the due diligence and other investigations and analyses required in connection with the search for a business combination partner. A detailed description of the experience of GCAC’s directors and executive officers is included in the section of this proxy statement/consent solicitation statement/prospectus entitled “GCAC’s Management”.

Certain Projected Financial Information

In connection with GCAC’s due diligence and consideration of the potential Business Combination with Cepton, Cepton’s management provided GCAC with Cepton’s historical financial performance and a five-year forecast (the “Projections”). The Projections were provided to GCAC only for use as a component in its overall evaluation of Cepton and should not be viewed as public guidance.

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The following table sets forth the summarized prospective financial information regarding Cepton for the years 2021, 2022, 2023, 2024, 2025 and 2026 that was presented to the GCAC Board:

 

Forecast Year Ended December 31,

(USD in millions)

 

2021E

 

2022E

 

2023E

 

2024E

 

2025E

 

2026E

Revenue

 

$

4

 

 

$

15

 

 

$

62

 

 

$

250

 

$

861

 

$

1,215

Gross Profit

 

$

1

 

 

$

5

 

 

$

28

 

 

$

116

 

$

437

 

$

637

Adj. EBITDA(1)

 

$

(36

)

 

$

(56

)

 

$

(33

)

 

$

54

 

$

339

 

$

537

____________

(1)      Adj. EBITDA is defined as GAAP operating income adjusted for depreciation and amortization and stock-based compensation.

Adjusted EBITDA is a non-GAAP financial measure. GCAC and Cepton caution investors that amounts presented in accordance with Cepton’s definition of Adjusted EBITDA may not be comparable to similar measures disclosed by other issuers, because not all issuers calculate Adjusted EBITDA in the same manner. Adjusted EBITDA should not be considered as an alternative to net loss or any other performance measures derived in accordance with GAAP. Neither GCAC nor Cepton considers this non-GAAP financial measure in isolation or as an alternative to financial measures determined in accordance with GAAP. The principal limitation of this non-GAAP measure is that it excludes significant expenses and other amounts that are required by GAAP to be included in Cepton’s financial statements. In addition, it is subject to inherent limitations as it reflects the exercise of judgments by management about which expense and other amounts are excluded or included in determining this non-GAAP financial measure.

Please see “Timeline of the Business Combination — Certain Projected Financial Information” on page 153 below for information regarding the assumptions used in preparing the Projections.

Comparable Company Considerations

Using the prospective financial information set forth above, GCAC evaluated and benchmarked Cepton’s operating and trading metrics against its peers in the lidar sector. GCAC’s management concluded that Cepton compared favorably on key operating metrics.

Specifically, the GCAC Board considered comparisons of illustrative enterprise valuations and the implied Revenue and EBITDA multiples derived from comparable lidar technology companies, including Luminar Technologies, Inc. (Nasdaq: LAZR), Velodyne Lidar Inc. (Nasdaq: VLDR), Ouster, Inc. (NYSE: OUST), Aeva Technologies, Inc. (Nasdaq: AEVA), Innoviz Technologies Ltd. (Nasdaq:INVZ) and AEye, Inc. (Nasdaq: LIDR) (together, the “Comps”) that either combined or announced a combination with a special purpose acquisition company. The GCAC Board placed particular attention to comparisons with those publicly listed peer companies that, to its knowledge, have already obtained an OEM award win, such as Luminar Technologies, Inc. (Nasdaq: LAZR) and Innoviz Technologies Ltd. (Nasdaq: INVZ). The GCAC Board recognized that no company was identical in nature to Cepton. The GCAC Board also recognized that the analyses relied upon information that was limited in availability due to many of the companies being in the process of becoming a public company or having recently become a public company and that the information was reliant upon Cepton and the comparable lidar Comps achieving their projections.

The GCAC Board was presented with the enterprise value (“EV”) divided by revenue and EBITDA for each of the selected Comps. Estimates were based on publicly available consensus research and analysts’ estimates from S&P CapitalIQ and other publicly available information.

 

EV/Revenue(1)

 

EV/EBITDA(1)

Company

 

2023E

 

2024E

 

2025E

 

2023E

 

2024E

 

2025E

Luminar Technologies, Inc.

 

70.2x

 

21.4x

 

10.9x

 

N/M

 

87.2x

 

26.1x

Velodyne Lidar, Inc.

 

7.7x

 

3.8x

 

N/A

 

N/M

 

17.0x

 

N/A

Aeva Technologies, Inc.

 

29.0x

 

7.6x

 

2.5x

 

N/M

 

98.9x

 

6.7x

Innoviz Technologies Ltd.(2)

 

25.1x

 

6.6x

 

2.8x

 

N/M

 

N/M

 

11.8x

Ouster, Inc.

 

10.9x

 

4.6x

 

2.3x

 

N/M

 

N/M

 

19.3x

AEye Technologies, Inc.(3)

 

47.3x

 

9.5x

 

5.5x

 

N/M

 

N/M

 

18.0x

____________

(1)      Earnings estimates from Capital IQ as of June 8, 2021

(2)      December 2020 Investor Presentation of Innoviz Technologies Ltd.

(3)      Current Report on Form 8-K filed by CF Finance Acquisition Corp. III with the SEC on May 3, 2021

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GCAC’s Board compared the foregoing with the assumed enterprise value of $1,500 million for Cepton and the prospective financial information described above.

On this basis, based on the agreed enterprise value of $1.5 billion and the 2025 expected revenue of $861 million, GCAC’s management determined that the business combination has been agreed at a pre-money 2025 EV/Revenue multiple of approximately 1.7x and was presented to GCAC’s Board for reference only in its evaluation of the Business Combination, since New Cepton is not a publicly traded company. GCAC’s officers and Maxim, as GCAC’s financial advisor, determined following multiple meetings with Cepton’s representatives and management and review of Cepton’s virtual data room, a third party analysis and report on the lidar industry, analysts’ reports on publicly traded companies and a major consulting firm’s extensive comparison report of lidar companies that the characteristics GCAC had been seeking to fulfill in its initial business combination were being satisfied, to the extent applicable, by Cepton and the Business Combination with Cepton. GCAC and its advisors accordingly determined that the other alternative business combination targets were less suitable than Cepton when taking into account the above information and the other targets’ respective management teams, strategies, business prospects, valuations and likelihood of execution and comparing them with those of Cepton.

In light of the foregoing, as described above under “The Business Combination Proposal (Proposal 1) — Timeline of the Business Combination”, the GCAC Board unanimously approved the Business Combination and the transactions contemplated thereunder, including the Business Combination, on August 4, 2021. In reaching its unanimous resolution, the directors determined (i) that the terms and conditions of the Business Combination Agreement, including the proposed Merger, are advisable, fair to and in the best interests of GCAC and its stockholders, and (ii) to recommend that its stockholders adopt and approve the Business Combination Agreement and approve the Merger contemplated therein, the GCAC Board considered a range of factors, including, but not limited to, the factors discussed below. The GCAC Board reviewed and considered positive factors as well as uncertainties, risks and other potentially negative factors concerning Cepton and the Business Combination. In light of the number and wide variety of factors, the GCAC Board did not consider it practicable to, and did not attempt to, quantify or otherwise assign relative weights to the specific factors it considered in reaching its determination. The GCAC Board viewed its position as being based on all of the information available and the factors presented to and considered by it. In addition, individual directors may have given different weight to different factors. This explanation of GCAC’s reasons for the Business Combination and all other information presented in this section is forward-looking in nature and, therefore, should be read in light of the factors discussed under the section of this proxy statement/consent solicitation statement/prospectus entitled “Cautionary Note Regarding Forward-Looking Statements.”

The GCAC Board did not obtain a third-party valuation or fairness opinion in connection with its determination to approve the Business Combination. As noted above, GCAC’s officers and directors have substantial experience in evaluating the operating and financial merits of companies from a wide range of industries and have concluded that their experience and backgrounds, together with the experience and sector expertise of Maxim as its financial advisor, enabled them to make the necessary analyses and determinations regarding the business combination with Cepton. In addition, GCAC’s officers and directors and its advisors have substantial experience with mergers and acquisitions. Accordingly, investors will be relying solely on the judgment of the GCAC Board in valuing Cepton’s business and assuming the risk that the GCAC Board may not have properly valued such business.

In considering the potential Business Combination with Cepton, the GCAC Board also considered a variety of uncertainties and risks and other potentially negative factors concerning Cepton and the Business Combination, including, but not limited to, the following, although not weighted or presented in any order of significance:

•        GCAC stockholders receiving a minority position in New Cepton.    GCAC’s public stockholders will hold a minority share position in New Cepton following the Business Combination.

•        Benefits may not be achieved.    The risk that the potential benefits of the Business Combination may not be fully achieved or may not be achieved within the expected timeframe.

•        Diversion of management attention.    The potential for diversion of the attention of Cepton’s management and employees during the period prior to completion of the Business Combination, and the potential resulting negative effects on Cepton’s business.

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•        GCAC stockholder opposition.    The possibility that GCAC’s stockholders may object to and challenge the Business Combination and take actions that may prevent or delay the consummation of the Merger, including voting against the Required Proposals at the GCAC Special Meeting or exercising their redemption rights.

•        Redemption risk.    The risk that a significant number of GCAC stockholders elect to redeem their shares prior to the consummation of the Business Combination and pursuant to the GCAC Charter, which would potentially make the Business Combination more difficult to complete or reduce the amount of cash available to New Cepton to accelerate its business plan following the Closing.

•        Required stockholder votes.    The risk that GCAC’s stockholders or Cepton’s stockholders may fail to provide the votes necessary to effect the Business Combination.

•        Closing conditions.    The risk that completion of the Business Combination is conditioned on the satisfaction of certain closing conditions that are not within GCAC’s control.

•        Potential loss of key personnel.    The risk that, despite the efforts of GCAC and Cepton prior to the consummation of the Merger, Cepton may lose key personnel, and the potential resulting negative effects of any such losses on Cepton’s business.

•        Fees and expenses.    The risk of incurring significant fees and expenses associated with completing the Business Combination and the substantial time and effort of management required to complete the Business Combination.

•        Financial results may not be achieved.    The possibility that Cepton might not achieve its projected financial results.

•        Risks associated with newly public entities.    The risks that are associated with being a publicly traded company that is in its early, developmental stage.

•        Macroeconomic risks.    Risks associated with macroeconomic uncertainty, including as it relates to COVID-19, and the effects it could have on Cepton’s business.

•        Exclusivity restrictions.    The fact that the Business Combination Agreement prohibits GCAC from soliciting or engaging in discussions regarding alternative transactions during the pendency of the Business Combination.

•        Liquidation risk.    Risks and costs to GCAC if the Business Combination is not completed, including the risk of liquidation.

•        Litigation risk.    The risk of the possibility of litigation challenging the Business Combination or that an adverse judgment granting permanent injunctive relief could indefinitely enjoin consummation of the Business Combination.

•        No third-party valuation.    The risk associated with the fact that GCAC did not obtain a third-party valuation or fairness opinion in connection with the Business Combination.

•        Regulatory or industry risks.    Potential changes in the regulatory landscape or new industry developments affecting Cepton and the industry in which it operates, including, for example, changes in client preferences, that may adversely affect the business benefits anticipated to result from the transactions contemplated by the Business Combination Agreement.

•        Other risks.    Those other risks and uncertainties of the type and nature described under the section of this proxy statement/consent solicitation statement/prospectus entitled “Risk Factors” (beginning on page 62).

The GCAC Board concluded that the potential benefits that it expected GCAC and its stockholders to achieve as a result of the Business Combination outweighed any potentially negative factors associated with the Business Combination. Accordingly, the GCAC Board unanimously determined that the Business Combination Agreement and the Business Combination (including the Merger) contemplated therein are advisable, fair to and in the best interests of GCAC and its stockholders.

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The GCAC Board also considered whether members of GCAC’s management and GCAC’s directors may have interests in the Business Combination that are different from, or are in addition to, the interests of GCAC’s stockholders generally, including the matters described under the subsection entitled “The Business Combination Proposal (Proposal 1) — Interests of GCAC’s Initial Stockholders, Directors and Officers in the Business Combination”, above. However, the GCAC Board concluded that (i) these interests were disclosed in the GCAC IPO prospectus and are described in this proxy statement/consent solicitation/prospectus, (ii) these disparate interests would exist with respect to a business combination with any target company, (iii) GCAC’s public stockholders will have the opportunity to redeem their GCAC Public Shares in connection with the Business Combination and (iv) shares of GCAC held by the Sponsor Group are subject to lock-up restrictions following the Business Combination.

The foregoing discussion of material factors considered by the GCAC Board is not intended to be exhaustive, but sets forth the principal factors considered by the directors.

Accounting Treatment

The Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. generally accepted accounting principles (“GAAP”). Under this method of accounting, GCAC will be treated as the “acquired” company and Cepton will be treated as the “acquirer” for financial statement reporting purposes. See section entitled “The Business Combination Proposal (Proposal 1) — Anticipated Accounting Treatment.”

No Delaware Appraisal Rights for GCAC Stockholders

Appraisal rights are statutory rights under the DGCL that enable stockholders who object to certain extraordinary transactions to demand that the corporation pay such stockholders the fair value of their shares instead of receiving the consideration offered to stockholders in connection with the extraordinary transaction. However, appraisal rights are not available in all circumstances. Appraisal rights are not available to GCAC stockholders or GCAC warrantholders in connection with the Business Combination.

Impact of the Business Combination on GCAC’s Public Float

It is anticipated that, upon the completion of the Business Combination, GCAC’s public stockholders will retain an aggregate ownership interest of approximately 10.2% of the outstanding capital stock of New Cepton, the Sponsor Group will retain an aggregate ownership interest of approximately 2.5% of the outstanding capital stock of New Cepton, the PIPE Investors will retain an aggregate ownership interest of approximately 3.5% of the outstanding capital stock of New Cepton, and the Cepton stockholders will own approximately 83.8% of the outstanding capital stock of New Cepton. The foregoing ownership percentages with respect to New Cepton following the Business Combination exclude any outstanding Warrants and assumes that (i) there are no redemptions of any shares by GCAC’s public stockholders in connection with the Business Combination or an Extension Redemption, (ii) no awards are issued under the 2022 Plan, (iii) no shares are issued under the ESPP, (iv) no Working Capital Warrants are issued, and (v) GCAC does not engage in any kind of additional equity financing prior to the Closing. If the actual facts are different than these assumptions (which they are likely to be), the percentage ownership retained by the GCAC’s existing stockholders in New Cepton will be different.

The following tables summarize the pro forma New Cepton shares of common stock issued and outstanding immediately after the Business Combination both on an issued and outstanding share and diluted basis, after giving effect to the Per Share Stock Consideration, presented under the four redemption scenarios:

Issued and Outstanding
Share Basis

 

No
Redemption

 

% Owned

 

Low
Redemption

 

% Owned

 

High
Redemption

 

% Owned

 

Maximum
Redemption

 

% Owned

GCAC public shares

 

17,250,000

 

10.2

%

 

12,937,500

 

7.8

%

 

4,312,500

 

2.8

%

 

 

%

GCAC Founder Shares

 

4,312,500

 

2.5

%

 

4,312,500

 

2.6

%

 

4,312,500

 

2.7

%

 

4,312,500

 

2.8

%

GCAC shares issued in the merger

 

142,020,456

 

83.8

%

 

142,020,456

 

86.0

%

 

142,020,456

 

90.7

%

 

142,020,456

 

93.3

%

GCAC shares issued to PIPE Investors

 

5,950,000

 

3.5

%

 

5,950,000

 

3.6

%

 

5,950,000

 

3.8

%

 

5,950,000

 

3.9

%

Pro Forma common stock at September 30, 2021

 

169,532,956

 

100.0

%

 

165,220,456

 

100.0

%

 

156,595,456

 

100.0

%

 

152,282,956