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, 16th 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		F-1

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		Page
ANNEX A-1 Business Combination Agreement		A-1-1
ANNEX A-2 Amendment to the Business Combination Agreement		A-2-1
ANNEX B Amended and Restated Charter		B-1
ANNEX C Proposed Bylaws		C-1
ANNEX D 2022 Equity Incentive Plan		D-1
ANNEX E Employee Stock Purchase Plan		E-1
ANNEX F Form of PIPE Subscription Agreement		F-1
ANNEX G Section 262 Appraisal Rights		G-1
ANNEX H Chapter 13 California Appraisal Rights		H-1

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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-B” means 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);

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	%

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(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?

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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.

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

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

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(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

11.8x

Ouster, Inc.

10.9x

4.6x

2.3x

N/M

19.3x

AEye Technologies, Inc.(3)

47.3x

9.5x

5.5x

N/M

18.0x

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(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	100.0	%

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Diluted Basis(1)	No Redemption	% Owned		Low Redemption	% Owned		High Redemption	% Owned		Maximum Redemption	% Owned
GCAC public shares	17,250,000	9.7	%	12,937,500	7.5	%	4,312,500	2.7	%	—	—	%
GCAC Founder Shares	4,312,500	2.4	%	4,312,500	2.5	%	4,312,500	2.6	%	4,312,500	2.7	%
GCAC shares issued in the merger	150,000,000	84.5	%	150,000,000	86.6	%	150,000,000	91.1	%	150,000,000	93.6	%
GCAC shares issued to PIPE Investors	5,950,000	3.4	%	5,950,000	3.4	%	5,950,000	3.6	%	5,950,000	3.7	%
Pro Forma common stock at September 30, 2021	177,512,500	100.0	%	173,200,000	100.0	%	164,575,000	100.0	%	160,262,500	100.0	%

____________

(1) Diluted Basis is equal to the issued and outstanding share basis plus the 7,979,544 vested Converted Options as of September 30, 2021.

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 Amended and Restated Charter 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 Amended and Restated Charter appended to this proxy statement/consent solicitation statement/prospectus as Annex B. 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.”;

(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 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 shall 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.

The Nasdaq Proposal (Proposal 3)

To consider and vote upon a proposal to approve, for purposes of complying with the applicable listing rules of the Nasdaq Stock Market, the issuance of (i) shares of New Cepton 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.

The Incentive Plan Proposal (Proposal 4)

Assuming the Business Combination Proposal and the Nasdaq Proposal are approved and subject to approval by stockholders, the proposed 2022 Plan will initially reserve up a number of shares of New Cepton common stock equal to ten percent of the total number of issued and outstanding shares of New Cepton common stock immediately following the Closing of the Business Combination for issuance pursuant to awards granted in accordance with the terms of the 2022 Plan (subject to reduction for certain stock options granted by Cepton prior to the closing and to increase each January during the term of the plan and to the extent awards granted by Cepton prior to the closing are terminated or forfeited, in each case as provided in the 2022 Plan). The purpose of the 2022 Plan is to assist in attracting, retaining and motivating certain employees, officers, directors, and consultants of New Cepton and its affiliates, and promoting the creation of long-term value for stockholders of New Cepton through the grant of equity-based incentives to help align the interests of such individuals with those of other stockholders.

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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.

The ESPP Proposal (Proposal 5)

Assuming the Business Combination Proposal and the Nasdaq Proposal are approved and subject to approval by stockholders, the proposed ESPP will initially reserve a number of shares of New Cepton common stock equal to two percent of the total number of issued and outstanding shares of New Cepton common stock immediately following the Closing of the Business Combination for issuance pursuant to the ESPP (subject to increase each January during the term of the plan). Pursuant to the ESPP, New Cepton will be authorized to provide eligible employees with an opportunity to purchase a number of shares of New Cepton common stock at a discount and in an amount determined in accordance with the ESPP’s terms. A copy of the ESPP is attached to this proxy statement/consent solicitation statement/prospectus as Annex E.

The Adjournment Proposal (Proposal 6)

GCAC is proposing that its stockholders approve and adopt to adjourn the GCAC Special Meeting to a later date or time, if necessary, to permit further solicitation and vote of proxies if, based upon the tabulated vote at the time of the GCAC Special Meeting (or any adjournment thereof), there are not sufficient votes to approve the Proposals.

The GCAC Special Meeting

Date, Time and Place of the GCAC Special Meeting

The GCAC Special Meeting will be held virtually at 10:00 a.m., Eastern time, on February 9, 2022 or at such other date and time to which such meeting may be adjourned or postponed, to consider and vote upon the Proposals. Due to concerns about COVID-19 and warnings from public officials regarding public gatherings, we will hold the GCAC Special Meeting solely by means of remote communication.

Registering for the GCAC Special Meeting

As a registered GCAC stockholder, you received a proxy card from Continental Stock Transfer & Trust Company. The form contains instructions on how to attend the virtual meeting including the URL address, along with your control number. You will need your control number for access. If you do not have your control number, contact Continental Stock Transfer & Trust Company at the phone number or e-mail address below. Continental Stock Transfer & Trust Company’s support contact information is as follows: 917-262-2373, or email proxy@continentalstock.com.

You can pre-register to attend the virtual meeting starting February 2, 2022 at 10:00 a.m. Eastern Time. Enter the URL address into your browser https://www.cstproxy.com/gcacorp/2022, enter your control number, name and email address. Once you pre-register you can vote or enter questions in the chat box. At the start of the meeting you will need to re-log in using your control number and will also be prompted to enter your control number if you vote during the meeting.

A GCAC stockholder that 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, may need to contact Continental Stock Transfer & Trust Company to receive a control number. If you plan to vote at the meeting you will need to have a legal proxy from your bank or broker or if you would like to join and not vote Continental Stock Transfer & Trust Company will issue you a guest control number with proof of ownership. Either way you must contact Continental for specific instructions on how to receive the control number. We can be contacted at the number or email address above. Please allow up to 72 hours prior to the meeting for processing your control number.

If you do not have internet capabilities, you can listen only to the meeting by dialing 1 800-450-7155 (toll-free), outside the U.S. and Canada +1 857-999-9155 (standard rates apply) when prompted enter the pin number 9507914#. This is listen-only, you will not be able to vote or enter questions during the meeting.

Purpose of the GCAC Special Meeting

At the GCAC Special Meeting, GCAC is asking its stockholders to consider and vote upon:

• The Business Combination Proposal. A copy of the Business Combination Agreement is attached to this proxy statement/consent solicitation statement/prospectus as Annex A-1 and an amendment to the Business Combination Agreement is attached as Annex A-2.

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• The Amended and Restated Charter Proposal. The form of Amended and Restated Charter to become effective upon consummation of the Business Combination is attached to this proxy statement/consent solicitation statement/prospectus as Annex B.

• The Nasdaq Proposal.

• The Incentive Plan Proposal. A copy of the 2022 Plan to be used by New Cepton from and after the Business Combination is attached to this proxy statement/consent solicitation statement/prospectus as Annex D.

• The ESPP Proposal. A copy of the ESPP to be used by New Cepton from and after the Business Combination is attached to this proxy statement/consent solicitation statement/prospectus as Annex E.

• The Adjournment Proposal, if presented at the GCAC Special Meeting.

Voting Power and Record Date

You will be entitled to vote or direct votes to be cast at the GCAC Special Meeting if you owned shares of GCAC common stock at the close of business on January 13, 2022 which is the Record Date. You are entitled to one vote for each share of GCAC common stock that you owned as of the close of business on the Record Date. If your shares are held in “street name” or are in a margin or similar account, you should contact your broker, bank or other nominee to ensure that votes related to the shares you beneficially own are properly counted. On the Record Date, there were 21,562,100 shares of GCAC common stock outstanding, of which 17,250,000 are Public Shares, and 4,312,500 are Founder Shares held by the initial stockholders.

Vote of the Initial Stockholders, Directors and Officers

In connection with the GCAC IPO, GCAC entered into agreements with each of its initial stockholders pursuant to which each agreed to vote any shares of GCAC common stock owned by it in favor of the Business Combination Proposal and for all other proposals presented at the GCAC Special Meeting. These agreements apply to GCAC’s initial stockholders as it relates to the Founder Shares and the requirement to vote such shares in favor of the Business Combination Proposal and for all other proposals presented to GCAC stockholders in this proxy statement/consent solicitation statement/prospectus. 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.

Contemporaneously with the execution and delivery of the Business Combination Agreement, Cepton and certain GCAC stockholders entered into Stockholder Support Agreements (the “GCAC Stockholder Support Agreements”). Pursuant the GCAC Stockholder Support Agreements, the GCAC stockholders party thereto agreed, among other things, to vote their shares of GCAC Class B common stock in favor of the adoption an approval of the Business Combination Agreement and the Transactions. HB Strategies entered into a substantially similar Stockholder Support Agreement.

GCAC’s initial stockholders have waived any redemption rights, including with respect to shares of GCAC Class A common stock issued or purchased in the GCAC IPO or in the aftermarket, in connection with Business Combination. The Founder Shares held by the Sponsor have no redemption rights upon GCAC’s liquidation and will be worthless if no business combination is effected by GCAC by August 2, 2022 (as such deadline may be extended by amendment to GCAC’s organizational documents).

Quorum and Required Vote for Stockholder Proposals

A quorum of GCAC stockholders is necessary to hold a valid meeting. A quorum will be present at the GCAC Special Meeting if a majority of the GCAC common stock issued and outstanding and entitled to vote at the GCAC Special Meeting is represented in person or by proxy at the GCAC Special Meeting. Abstentions will count as present for the purposes of establishing a quorum. Broker non-votes will not be counted for purposes of establishing a quorum.

The approval of the Amended and Restated Charter Proposal requires the affirmative vote (in person online or by proxy) 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.

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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 or an abstention 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 Adjournment Proposal.

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), and 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. The Adjournment Proposal is not conditioned on any other Proposal and does not require the approval of any other Proposal to be effective. It is important for you to note that in the event the Business Combination Proposal, the Amended and Restated Charter Proposal, the Nasdaq Proposal, the Incentive Plan Proposal, and the ESPP Proposal do not receive the requisite vote for approval, then 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, it will be required to dissolve and liquidate its Trust Account by returning the then-remaining funds in such account to its public stockholders, unless it seeks and obtains the approval of GCAC stockholders to amend the GCAC Charter to extend such date.

In accordance with the GCAC Support Agreements entered into concurrently with the execution of the Business Combination Agreement, all of the shares of GCAC Class B common stock (for an aggregate of 4,312,500 shares of GCAC Class B common stock, or 20% of the outstanding shares of GCAC common stock) have agreed to vote in favor of each of the Proposals, subject to certain customary conditions. Assuming all of the outstanding shares of GCAC common stock vote on each Proposal, each of the Proposals requires the affirmative vote of an additional 6,468,751 shares of Class A common stock, or approximately 30.0% of the outstanding GCAC common stock in order to be approved, where the GCAC Class A common stock votes together with the GCAC Class B common stock as a single class.

For more information about these proposals, see the sections of this proxy statement/consent solicitation statement/prospectus entitled “The GCAC Special Meeting — Quorum and Required Vote for Proposals.”

Proxy Solicitation

Proxies may be solicited by telephone, by facsimile, by mail, on the Internet or in person. We have engaged Advantage Proxy to assist in the solicitation of proxies. If a stockholder grants a proxy, it may still vote its shares in person if it revokes its proxy before the GCAC Special Meeting. A stockholder may also change its vote by submitting a later-dated proxy, as described in the section titled “GCAC Special Meeting — Revoking Your Proxy.”

Redemption Rights

Pursuant to the GCAC Charter, any holders of Public Shares may demand that such shares be redeemed in exchange for a pro rata share of the aggregate amount on deposit in the Trust Account, less franchise and income taxes payable, calculated as of two (2) business days prior to the consummation of the Business Combination. If demand is properly made and the Business Combination is consummated, these shares, immediately prior to the Business Combination, will cease to be outstanding and will represent only the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account which holds the proceeds of the GCAC IPO (calculated as of two (2) business days prior to the consummation of the Business Combination, including interest earned on the funds held in the Trust Account and not previously released to it to pay the Company’s franchise and income taxes). For illustrative purposes, based on funds in the Trust Account of approximately $172.5 million on January 21, 2022, the estimated per share redemption price would have been approximately $10.00. 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 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 IPO (including overallotment securities sold to GCAC’s underwriters after the GCAC IPO).

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In order to exercise your redemption rights, you must:

• prior to 5:00 PM Eastern time on February 7, 2022 (two (2) business days before the GCAC Special Meeting), tender your shares physically or electronically and submit a request in writing that we 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

• In your request to Continental Stock Transfer & Trust Company for redemption, you must also affirmatively certify 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 Common Stock; and

• deliver your Public Shares either physically or electronically through DTC to GCAC’s transfer agent at least two (2) business days before the GCAC Special Meeting. 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. If you do not submit a written request and deliver your public shares as described above, your shares will not be redeemed.

Any demand for redemption, once made, may be withdrawn at any time until the deadline for exercising redemption requests (and submitting shares to the transfer agent) 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 above.

Prior to exercising redemption rights, stockholders should verify the market price of GCAC common stock as they may receive higher proceeds from the sale of their Common Stock in the public market than from exercising their redemption rights if the market price per share is higher than the redemption price. We cannot assure you that you will be able to sell your shares of GCAC common stock in the open market, even if the market price per share is higher than the redemption price stated above, as there may not be sufficient liquidity in GCAC common stock when you wish to sell your shares.

If you exercise your redemption rights, your shares of GCAC common stock will cease to be outstanding immediately prior to the Business Combination and will only represent the right to receive a pro rata share of the aggregate amount on deposit in the Trust Account. You will no longer own those shares and will have no right to participate in, or have any interest in, the future growth of the Combined Entity, if any. You will be entitled to receive cash for these shares only if you properly and timely demand redemption.

If the Business Combination is not consummated and GCAC otherwise does not consummate an initial business combination by August 2, 2022 (as such deadline may be extended by amendment to GCAC’s organizational documents), GCAC will be required to dissolve and liquidate its Trust Account by returning the then-remaining funds in such account to the public stockholders and the Warrants will expire worthless.

Appraisal Rights

GCAC stockholders do not have appraisal rights in connection with the Business Combination or the other proposals.

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Interests of GCAC’s Initial Stockholders, Directors and Officers in the Business Combination

When you consider the recommendation of GCAC’s board of directors to vote in favor of approval of the Proposals, you should keep in mind that GCAC directors and officers have interests in the Business Combination that may be different from or in addition to (and which may conflict with) your interests as a stockholder and may be incentivized to complete a business combination that is less favorable to shareholders rather than liquidating GCAC. These interests include, among other things:

• George Syllantavos will be GCAC’s designee to the board of directors of New Cepton 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 board of directors of New Cepton determines to pay to its directors;

• unless GCAC consummates an initial business combination, GCAC’s officers, directors and the Sponsor 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 between the initial stockholders and GCAC, 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 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 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);

• 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, 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;

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• pursuant to the Placement Agent Engagement Letter, at the Closing, Maxim and J.P. Morgan will be receiving 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 receiving 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;

• Contemporaneously with the execution and delivery of the Business Combination Agreement, GCAC, Sponsor, Nautilus, HB Strategies, and Cepton entered into the Unpaid Expenses and Lock-Up Agreement pursuant to which, among other things, Sponsor, Nautilus, and HB Strategies agreed that if GCAC’s unpaid or contingent liabilities as of immediately prior to the Closing (excluding deferred underwriting and business combination marketing fees and expenses arising from GCAC’s initial public offering and excluding any fees and expenses arising from the PIPE Investment) exceed $10,000,000, Sponsor, Nautilus, and HB Strategies, each will, at their election, either forfeit immediately prior to the Closing a number of Founder Shares and Founder Warrants having an aggregate value equal to the Excess Expense Amount (as defined in the Unpaid Expenses and Lock-Up Agreement)) or (ii) pay to GCAC an amount in cash equal to the Excess Expense Amount;

• the fact that Sponsor paid an aggregate of $25,000 for its Founder Shares and such securities will have a significantly higher value at the time of the Business Combination;

• the fact that each of Nautilus and HB Strategies, which are members of the Sponsor, 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 such securities will have a significantly higher value at the time 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;

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Certain Other Benefits in the Business Combination

In addition to the interests of GCAC’s initial stockholders, directors and officers in the Business Combination, GCAC stockholders should be aware that Craig-Hallum, GCAC’s capital markets advisor for the Business Combination, has a financial interest that is different from, or in addition to, the interests of GCAC stockholders.

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.

Recommendation to GCAC Stockholders

GCAC’s board of directors believes that the Proposals to be presented at the GCAC Special Meeting are in the best interests of GCAC and its stockholders and unanimously recommends that GCAC stockholders vote “FOR” the Proposals.

When you consider the recommendation of GCAC board of directors in favor of approval of these Proposals, you should keep in mind that GCAC directors and officers have interests in the Business Combination that may be different from or in addition to (and which may conflict with) your interests as a stockholder and may be incentivized to complete a business combination that is less favorable to shareholders rather than liquidating GCAC. These interests include, among other things:

• George Syllantavos will be GCAC’s designee to the board of directors of New Cepton upon the effectiveness of the Business Combination. As a director, Mr. Syllantavos may in the future receive any cash fees, stock options or stock awards that the New Cepton Board determines to pay to its directors;

• the initial stockholders purchased an aggregate of 5,175,000 Private Placement Warrants, each exercisable for one share of 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 $0.85 closing price of the Public Warrants on Nasdaq as of January 21, 2022);

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• 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, 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 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 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 paid an aggregate of $25,000 for its Founder Shares and such securities will have a significantly higher value at the time 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;

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Conditions to the Closing of the Business Combination

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 GCAC Class A 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 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.

Sources and Uses of Funds for the Business Combination

The following table summarizes the sources and uses for funding the Business Combination. These figures assume that no GCAC stockholders exercise their redemption rights in connection with the Business Combination.

Sources			Uses
Cash in Trust Account(1)	$	172,511,739	Seller Rollover(2)	$	1,500,000,000
PIPE Investment		59,500,000	Proceeds to Cepton(3)		196,008,739
Seller Rollover(2)		1,500,000,000	GCAC estimated transaction costs		19,828,000
			Cepton estimated transaction costs		16,175,000
Total Sources(4)	$	1,732,011,739	Total Uses(4)	$	1,732,011,739

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(1) Assumes no GCAC stockholder has exercised their redemption rights to receive cash from the Trust Account. This amount will be reduced by the amount of cash used to satisfy any redemptions.

(2) Dollar amount represents the number of shares existing Cepton stockholders will receive valued at a share price of $10.00. This amount is not impacted by the number of redemptions.

(3) Proceeds to Cepton is calculated based on the assumed $172.5 million of GCAC cash and $59.5 million in PIPE investment less $19.8 million for estimated GCAC transaction costs and less $16.2 million for estimated Cepton transaction costs.

(4) Totals may be different due to rounding.

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The following table summarizes the sources and uses for funding the Business Combination. These figures assume that a maximum number of GCAC stockholders exercise their redemption rights in connection with the Business Combination.

Sources			Uses
Cash in Trust Account(1)	$	12,882,269	Seller Rollover(2)	$	1,500,000,000
PIPE Investment		59,500,000	Proceeds to Cepton(3)		40,519,269
Seller Rollover(2)		1,500,000,000	GCAC estimated transaction costs		19,828,000
			Cepton estimated transaction costs		12,035,000
Total Sources(4)	$	1,572,382,269	Total Uses(4)	$	1,572,382,269

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(1) Assumes maximum number of GCAC stockholders have exercised their redemption rights to receive cash from the Trust Account, reducing the amount of GCAC cash by $159.6 million.

(2) Dollar amount represents the number of shares existing Cepton stockholders will receive valued at a share price of $10.00. This amount is not impacted by the number of redemptions.

(3) Proceeds to Cepton is calculated based on the assumed $12.9 million of GCAC cash and $59.5 million in PIPE investment less $19.8 million for estimated GCAC transaction costs and less $12.0 million for estimated Cepton transaction costs.

(4) Totals may be different due to rounding.

U.S. Federal Income Tax Consequences

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” beginning on page 162 for a more detailed discussion of the U.S. federal income tax consequences of the merger. You should also consult your tax advisor for a complete analysis of the effect of the merger on your federal, state and local and/or foreign taxes.

Risk Factors

In evaluating the Business Combination and the proposals set forth in this proxy statement/consent solicitation statement/prospectus, you should carefully read this proxy statement/consent solicitation statement/prospectus, including the annexes, and especially consider the factors discussed in the section titled “Risk Factors” beginning on page 62 of this proxy statement/consent solicitation statement/prospectus. Amount these important risks are the following:

Risks Related to Cepton’s Business and Industry

• Cepton is an early stage company with a history of losses and expects to incur significant expenses and continuing losses for the foreseeable future.

• Cepton’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter.

• Cepton’s forecasts and projections are based upon assumptions, analyses and internal estimates developed by Cepton’s management. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, Cepton’s actual operating results may differ materially from those forecasted or projected.

• Cepton continues to implement strategic initiatives designed to grow its business. These initiatives may prove more costly than it currently anticipates and Cepton may not succeed in increasing its revenue in an amount sufficient to offset the costs of these initiatives and to achieve and maintain profitability.

• If Cepton’s lidar products are not selected for inclusion in ADAS and autonomous driving systems by automotive OEMs, automotive tier 1 suppliers, mobility or technology companies or their respective suppliers, its business will be materially and adversely affected.

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• Continued pricing pressures, automotive OEM cost reduction initiatives and the ability of automotive OEMs to re-source or cancel vehicle or technology programs may result in losses or lower than anticipated margins, which will adversely affect Cepton’s results of operations and financial condition.

• Although Cepton believes that lidar is likely to become an essential sensor for autonomous vehicles and other emerging markets, market adoption of lidar is uncertain. If market adoption of lidar does not continue to develop, or develops more slowly than Cepton expects, its business will be adversely affected.

• Cepton is substantially dependent on its series production award from OEM-B and its relationship with Koito, and its business and prospects will be materially and adversely affected if OEM-B’s development or launch plans for the multiple vehicle models in which Cepton’s products are expected to be deployed are significantly scaled back or terminated.

• Cepton relies on third-party suppliers and because some of the raw materials and key components in its products come from limited or single-source suppliers, Cepton is susceptible to supply shortages, long lead times for components, and supply changes, any of which could disrupt its supply chain and could delay deliveries of its products to customers.

• Because Cepton’s sales have been primarily to customers engaged in development of ADAS deployments in consumer vehicles and pilot projects in the Smart Infrastructure segment and its orders are project-based, Cepton expects its results of operations to fluctuate on a quarterly and annual basis.

• Even though many of the components in Cepton’s lidars are modular and can be built using readily available materials, Cepton, its outsourcing partners and its suppliers may rely on complex machinery for Cepton’s production, which involves a significant degree of risk and uncertainty in terms of operational performance and costs. Cepton, its outsourcing partners and its suppliers may also rely on highly-skilled labor for Cepton’s production, and if such highly-skilled labor is unavailable, Cepton’s business could be adversely affected.

• The average selling prices of Cepton’s products could decrease rapidly over the life of the product, which may negatively affect Cepton’s revenue and gross margin. In addition, the selling prices Cepton is able to ultimately charge in the future for the products it is currently developing or commercializing may be less than what Cepton currently projects, which may cause Cepton’s actual operating results to differ materially from its projections.

• The discontinuation, lack of commercial success, or loss of business with respect to a particular vehicle model or other customer solution for which Cepton is a significant supplier to, could reduce Cepton’s sales and adversely affect its profitability.

• There is substantial doubt about Cepton’s ability to continue as a going concern. Cepton will need additional financing to execute its business plan, to fund its operations and to continue as a going concern.

Legal and Regulatory Risks Related to Cepton’s Business

• Cepton is subject to governmental export and import control laws and regulations. Cepton’s failure to comply with these laws and regulations could have an adverse effect on its business, prospects, financial condition and results of operations.

• Cepton is subject to, and must remain in compliance with, numerous laws and governmental regulations across various jurisdictions concerning the manufacturing, use, distribution and sale of its products. Some of Cepton’s customers also require that it comply with their own unique requirements relating to these matters. These could impose substantial costs upon Cepton and materially impact our ability to fulfil certain business opportunities.

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Risks Related to Cepton’s Intellectual Property

• Despite the actions Cepton is taking to defend and protect its intellectual property, Cepton may not be able to adequately protect or enforce its intellectual property rights or prevent unauthorized parties from copying or reverse engineering its solutions. Cepton’s efforts to protect and enforce its intellectual property rights and prevent third parties from violating its rights may be costly.

Risks Related to GCAC and the Business Combination

• GCAC did not seek an opinion from an unaffiliated third party as to the fair market value of Cepton or that the price it is paying for Cepton is fair to its stockholders from a financial point of view.

• You may be unable to ascertain the merits or risks of Cepton’s operations.

• There is no assurance that GCAC’s diligence will reveal all material risks that may present with regard to Cepton. Subsequent to the completion of the Business Combination, New Cepton may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition and its share price, which could cause you to lose some or all of your investment.

• Because Cepton will become a publicly traded company through a merger as opposed to an underwritten public offering, no underwriter has conducted due diligence in connection with the business combination, and while sponsors, private investors and management in a business combination undertake a certain level of due diligence, it is not necessarily the same level of due diligence undertaken by an underwriter in an underwritten public offering.

Risks Related to Ownership of New Cepton’s Shares

• The GCAC Charter and the Amended and Restated Charter require, to the fullest extent permitted by law, that derivative actions brought in GCAC’s or New Cepton’s name, as applicable, against their respective directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware, which may have the effect of discouraging lawsuits against GCAC’s or New Cepton’s directors, officers, other employees or stockholders, as applicable.

• Anti-takeover provisions contained in the Amended and Restated Charter and the Proposed Bylaws, as well as provisions of Delaware law, could impair a takeover attempt. A copy of the Proposed Bylaws is attached as Annex C to the accompanying proxy statement/consent solicitation statement/prospectus.

• Claims for indemnification by New Cepton’s directors and officers may reduce New Cepton’s available funds to satisfy successful third-party claims against New Cepton and may reduce the amount of money available to New Cepton.

Risks Related to the Redemption

• GCAC does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for GCAC to complete the Business Combination with which a substantial majority of GCAC’s stockholders do not agree.

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SUMMARY UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following summary unaudited pro forma condensed combined financial data (the “summary pro forma data”) gives effect to the Business Combination. Under the redemption scenarios, the Business Combination will be accounted for as a reverse recapitalization, with no goodwill or other intangible assets recorded, in accordance with GAAP. Under this method of accounting, GCAC will be treated as the “acquired” company for financial reporting purposes. Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of Cepton issuing stock for the net assets of GCAC, accompanied by a recapitalization. The net assets of GCAC will be stated at historical cost, with no goodwill or other intangible assets recorded.

The summary pro forma data have been derived from, and should be read in conjunction with, the more detailed unaudited pro forma condensed combined financial information (the “pro forma financial statements”) of GCAC appearing elsewhere in this proxy statement/consent solicitation statement/prospectus and the accompanying notes to the pro forma financial statements. The pro forma financial statements are based upon, and should be read in conjunction with, the historical consolidated financial statements and related notes of GCAC and Cepton for the applicable periods included in this proxy statement/consent solicitation statement/prospectus.

The unaudited pro forma condensed combined balance sheet as of September 30, 2021 combines the historical balance sheet of GCAC as of September 30, 2021 with the historical balance sheet of Cepton as of September 30, 2021 on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on September 30, 2021.

GCAC and Cepton have different fiscal years. GCAC’s fiscal year ends on March 31, whereas Cepton’s fiscal year ends on December 31. The unaudited pro forma condensed combined statements of operations for the twelve months ended December 31, 2020 and for the nine months ended September 30, 2021 have been prepared utilizing Cepton’s fiscal year end as that will be the year end for New Cepton. Accordingly, the unaudited pro forma condensed combined statement of operations for the fiscal year ended December 31, 2020 combines the historical results of GCAC for its fiscal year ended March 31, 2021 (as restated) and the historical results of Cepton for the year ended December 31, 2020. The unaudited pro forma condensed combined statement of operations for the twelve months ended December 31, 2020 has been prepared utilizing period ends that differ by less than 93 days, as permitted by Rule 11-02 of Regulation S-X. The unaudited pro forma condensed combined statement of operations for the nine months ended September 30, 2021 combines the historical statement of operations of GCAC and Cepton for the nine months ended September 30, 2021. The historical statement of operations of GCAC for the nine months ended September 30, 2021, was derived from GCAC’s unaudited condensed statement of operations for the nine months ended December 31, 2020 (as restated), audited condensed statement of operations for the year ended March 31, 2021 (as restated), and unaudited condensed statement of operations for the six months ended September 30, 2021. The unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021 and for the year ended December 31, 2020 combine the historical statements of operations of GCAC and Cepton for such periods on a pro forma basis as if the Business Combination and related transactions, summarized below, had been consummated on January 1, 2020, the beginning of the earliest period presented.

The unaudited pro forma condensed combined balance sheet as of September 30, 2021 and the unaudited pro forma condensed combined statements of operations for the nine months ended September 30, 2021 and for the year ended December 31, 2020 are presented as if the following occurred:

• the merger of Merger Sub, the wholly owned subsidiary of GCAC, with and into Cepton, with Cepton as the surviving company;

• the Per Share Stock Consideration Rate being set at 2.465 shares in accordance with the Business Combination Agreement. The Per Share Stock Consideration Rate is defined by the Business Combination Agreement as the Per Share Merger Consideration divided by 10. The Per Share Merger Consideration is defined as $1.5 billion divided by Cepton Outstanding Shares as of the Closing. As of September 30, 2021, Cepton Outstanding Shares equaled 60,843,539 (reflecting Cepton outstanding common stock inclusive of converted and exercised preferred stock, Cepton Class F stock, and warrants, as well as all outstanding vested options on a diluted basis);

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• the conversion of all outstanding shares of Cepton preferred stock and Cepton Class F stock into Cepton common stock that will roll over into shares of New Cepton at the Per Share Stock Consideration Rate;

• the redesignation of GCAC’s outstanding 17,250,000 Public Shares (12,937,500 Public Shares assuming low redemptions, 4,312,500 Public Shares assuming high redemptions, and 0 Public Shares assuming maximum redemptions) and 4,312,500 Founder Shares as New Cepton common stock;

• the exercise of Cepton’s warrant for shares of Cepton common stock that will roll over into shares of New Cepton at the Per Share Stock Consideration Rate;

• the conversion of all outstanding vested and unvested Cepton options into vested and unvested options in New Cepton, respectively, at the Per Share Stock Consideration Rate, in accordance with the Business Combination Agreement (the “Converted Options”). The Converted Options will have and be subject to the same terms and conditions (including vesting, expiration, and exercisability) as were applicable to such Cepton options immediately before the Business Combination. In accordance with the Business Combination Agreement, the exercise price per share of all outstanding vested and unvested options will be adjusted by dividing the applicable exercise price per share immediately prior to the Business Combination by the Per Share Stock Consideration Rate. Based on the number of Cepton vested and unvested options outstanding as of September 30, 2021, the conversion would result in 7,979,544 vested and 6,265,932 unvested options in New Cepton on a diluted basis, calculated in accordance with the treasury stock method of accounting;

• the issuance of New Cepton’s shares of common stock as follows: 142,020,456 shares of GCAC Class A common stock to stockholders of Cepton and 5,950,000 to the PIPE Investors; and

• the issuance of up to 13,000,000 Earnout Shares contingently issuable to holders of Cepton common stock based upon achievement of the Share Price Milestones. Share Price Milestones are met if the share price of New Cepton common stock equals or exceeds $15.00 per share (first Share Price Milestone) and/or $17.50 per share (second Share Price Milestone) for any 20 trading days within any consecutive 30-trading day period that occurs after the Closing, and on or prior to the three-year anniversary of the Closing. Upon achievement of the first Share Price Milestone, 7,000,000 Earnout Shares shall be deemed earned and issued and 6,000,000 Earnout Shares shall be deemed earned and issued upon achievement of the second Share Price Milestone. The Earnout Shares will not be issued if none of the Share Price Milestones are met as of the three-year anniversary of the Closing.

The summary pro forma financial statements have been presented for informational purposes only and are not necessarily indicative of what Cepton’s and GCAC’s financial position or results of operations actually would have been had the transactions been completed as of the dates indicated. In addition, the summary pro forma financial statements do not purport to project the future financial position or operating results of New Cepton. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

The unaudited pro forma combined financial information has been prepared after giving effect to the Business Combination and the PIPE Investment, assuming four alternative levels of redemption into cash of GCAC’s Class A common stock:

• Assuming No Redemptions: This presentation assumes that no GCAC public stockholders exercise redemption rights with respect to their Public Shares.

• Assuming Low Redemptions: This presentation assumes that GCAC public stockholders holding 4,312,500 Public Shares will exercise their redemption rights for $43.1 million of funds in GCAC’s Trust Account.

• Assuming High Redemptions: This presentation assumes that GCAC public stockholders holding 12,937,500 Public Shares will exercise their redemption rights for $129.4 million of funds in GCAC’s Trust Account.

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• Assuming Maximum Redemptions: This presentation assumes that GCAC stockholders holding 17,250,000 Public Shares will exercise their redemption rights for $172.5 million of funds in GCAC’s Trust Account. The Business Combination Agreement includes a minimum available cash amount requirement that requires GCAC to have a minimum of $58.5 million in cash after giving effect to the redemption of GCAC Class A common stock. Based on the amount of $172.5 million in the trust account and taking into account the anticipated proceeds of $59.5 million from the PIPE Financing, if 17,250,000 of GCAC Class A common stock shares are redeemed, GCAC will have sufficient cash to satisfy the minimum cash available requirement within the Business Combination Agreement.

Furthermore, GCAC will only proceed with the Business Combination if it will have net tangible assets of at least $5,000,001 upon consummation of the Business Combination.

	Cepton			GCAC			Pro Forma Combined (Assuming No Redemptions)			Pro Forma Combined (Assuming Low Redemptions)			Pro Forma Combined (Assuming High Redemptions)			Pro Forma Combined (Assuming Maximum Redemptions)
Statement of Operations Data – For the Nine Months Ended September 30, 2021
Revenue	$	3,224		$	—		$	3,224		$	3,224		$	3,224		$	3,224
Cost of revenue		6,157			—			6,157			6,157			6,157			6,157
Operating expenses		24,585			1,177			25,762			25,762			25,762			25,736
Operating loss		(27,518	)		(1,177	)		(28,695	)		(28,695	)		(28,695	)		(28,695	)
Net income (loss)		(26,422	)		342			(27,906	)		(27,906	)		(27,906	)		(27,906	)
Statement of Operations Data – Twelve Months Ended December 31, 2020
Revenue	$	2,006		$	—		$	2,006		$	2,006		$	2,006		$	2,006
Cost of revenue	$	3,746			—			3,746			3,746			3,746			3,746
Operating expenses		17,836			93			21,305			21,305			21,105			21,005
Operating loss		(19,576	)		(93	)		(23,045	)		(23,045	)		(22,845	)		(22,745	)
Net loss		(19,634	)		8,262			(19,897	)		(19,897	)		(19,697	)		(19,597	)
Balance Sheet Data – As of September 30, 2021
Total current assets	$	25,265		$	285		$	219,062		$	177,037		$	92,787		$	50,762
Total assets		26,070			172,801			219,867			177,842			93,592			51,567
Total current liabilities		5,089			576			4,048			4,048			4,048			4,048
Total liabilities		5,104			14,566			19,122			19,122			19,122			19,122
Convertible preferred stock		99,470			—			—			—			—			—
Common stock subject to redemption		—			172,500			—			—			—			—
Total stockholders’ (deficit) equity		(78,504	)		(14,265	)		200,745			158,720			74,470			32,445

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The unaudited pro forma combined earnings per share information below does not purport to represent the earnings per share which would have occurred had the companies been combined during the periods presented, nor earnings per share for any future date or period. The unaudited pro forma combined book value per share information below does not purport to represent what the value of GCAC and Cepton would have been had the companies been combined during the period presented.

	Historical						Pro Forma Combined												Cepton Equivalent Pro Forma Combined
	Cepton			GCAC			(Assuming No Redemptions)			(Assuming Low Redemptions)			(Assuming High Redemptions)			(Assuming Maximum Redemptions)			(Assuming No Redemptions)			(Assuming Low Redemptions)			(Assuming High Redemptions)			(Assuming Maximum Redemptions)
Nine Months Ended September 30, 2021
Basic and Diluted net (loss) income per share, Class A(1)				$	0.02		$	(0.16	)	$	(0.17	)	$	(0.18	)	$	(0.18	)	$	(0.39	)	$	(0.42	)	$	(0.44	)	$	(0.44	)
Basic and Diluted net (loss) income per share, Class B(1)				$	0.02
Basic and Diluted net (loss) income per share, Cepton(1)	$	(0.97	)
Book value per share – basic and diluted(2)	$	(2.85	)	$	(0.66	)	$	1.18		$	0.96		$	0.48		$	0.21		$	2.92		$	2.37		$	1.17		$	0.53
Weighted average shares outstanding of Class A and Class B non-redeemable common stock, basic and diluted					4,312,500			169,532,956	(3)		165,220,456	(3)		156,595,456	(3)		152,282,956	(3)		142,020,456	(3)		142,020,456	(3)		142,020,456	(3)		142,020,456	(3)
Weighted average shares outstanding of Class A redeemable common stock, basic and diluted					17,250,000
Weighted average shares outstanding of Cepton common stock, basic and diluted		27,355,884

Twelve Months Ended December 31, 2020
Basic and Diluted net (loss) income per share, Class A(1)				$	0.38		$	(0.12	)	$	(0.12	)	$	(0.13	)	$	(0.13	)	$	(0.30	)	$	(0.30	)	$	(0.32	)	$	(0.32	)
Basic and Diluted net (loss) income per share, Class B(1)				$	0.38
Basic and Diluted net (loss) income per share, Cepton(1)	$	(0.73	)
Book value per share – basic and diluted		N/A	(4)		N/A	(4)		N/A	(4)		N/A	(4)		N/A	(4)		N/A	(4)		N/A	(4)		N/A	(4)		N/A	(4)		N/A	(4)
Weighted average shares outstanding of Class A and Class B non-redeemable common stock, basic and diluted					4,312,500			169,532,956	(3)		165,220,456	(3)		156,595,456	(3)		152,282,956	(3)		142,020,456	(3)		142,020,456	(3)		142,020,456			142,020,456	(3)
Weighted average shares outstanding of Class A redeemable common stock, basic and diluted					17,250,000
Weighted average shares outstanding of Cepton common stock, basic and diluted		27,068,162

____________

(1) Net loss per share is based on: weighted average number of shares of GCAC Class A redeemable common stock outstanding for the nine months ended September 30, 2021 and the year ended December 31, 2020 (as restated); weighted average number of shares of GCAC Class B common stock outstanding for the nine months ended September 30, 2021 and the year ended December 31, 2020 (as restated); weighted average number of shares of Cepton common stock outstanding for the nine months ended September 30, 2021 and the year ended December 31, 2020 (as adjusted); and the pro forma information. The Cepton equivalent figures are calculated by multiplying the pro forma combined figures by the Per Share Stock Consideration Rate.

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(2) Book value per share is equal to total equity (excluding shares of preferred stock) divided by shares outstanding as of September 30, 2021. The Cepton equivalent figures are calculated by multiplying the pro forma combined figures by the Per Share Stock Consideration Rate.

(3) As a result of the pro forma net loss, the net loss per share amounts exclude the anti-dilutive impact from the 7,979,544 vested Converted Options outstanding.

(4) A pro forma balance sheet for the year ended December 31, 2020 is not required to be included herein and as such, no such calculation is included in this table.

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SELECTED FINANCIAL AND OTHER DATA OF GCAC

GCAC is providing the following selected historical financial information to assist you in your analysis of the financial aspects of the Business Combination.

GCAC’s balance sheet data as of September 30, 2021 and statement of operations data for the three and six months ended September 30, 2021 and September 30, 2020 are derived from GCAC’s unaudited financial statements included elsewhere in this proxy statement/consent solicitation statement/prospectus. GCAC’s balance sheet data as of March 31, 2021 and statement of operations data for the year ended March 31, 2021. GCAC’s statement of operations data for the period from April 1, 2020 through March 31, 2021 are derived from GCAC’s audited financial statements included elsewhere in this proxy statement/consent solicitation statement/prospectus.

The historical results presented below are not necessarily indicative of the results to be expected for any future period. You should read the following selected financial information in conjunction with each of Cepton’s and GCAC’s consolidated financial statements and related notes and the sections titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations of GCAC” contained elsewhere herein.

GROWTH CAPITAL ACQUISITION CORP.
CONDENSED STATEMENTS OF OPERATIONS
(Unaudited)

	For the Three Months Ended September 30,					For the Six Months Ended September 30,
	2021			2020		2021			2020
General and administrative expenses	$	1,016,918		$	—	$	1,083,556		$	—
Loss from operations		(1,016,918	)		—		(1,083,556	)		—
Other income (loss):
Unrealized loss on FV changes of warrants		(5,382,000	)		—		(6,848,250	)		—
Interest income		4,330			—		11,757			—
Net Loss	$	(6,394,588	)	$	—	$	(7,920,049	)	$	—

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		17,250,000			—		17,250,000			—

Basic and diluted net loss per share, Class A common stock subject to possible redemption	$	(0.30	)	$	0.00	$	(0.37	)	$	0.00

Basic and diluted weighted average shares outstanding, Class B common stock		4,312,500			4,312,500		4,312,500			4,312,500

Basic and diluted net loss per share, Class B common stock	$	(0.30	)	$	0.00	$	(0.37	)	$	0.00

	September 30, 2021			March 31, 2021
	Unaudited
Balance Sheet Data
Total assets	$	172,800,379		$	173,370,188
Total liabilities	$	14,565,496		$	7,215,256
Total commitments and contingencies	$	172,500,000		$	172,500,000
Total shareholders’ deficit	$	(14,265,117	)	$	(6,345,068	)

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GROWTH CAPITAL ACQUISITION CORP.
STATEMENTS OF OPERATIONS

	For the year ended March 31, 2021
General and administrative expenses	$	93,265
Loss from operations		(93,265	)
Other Income:
Warrant transaction costs		(292,875	)
Excess value of UW warrants		(1,293,750	)
Unrealized gain on FV changes of warrants		9,936,000
Interest income and realized gain from sale of treasury securities		5,514
Net income	$	8,261,624

Basic and diluted weighted average shares outstanding, Class A common stock subject to possible redemption		2,741,096

Basic and diluted net income per share, Class A common stock subject to possible redemption	$	1.18

Basic and diluted weighted average shares outstanding, Class B common stock		4,312,500

Basic and diluted net income per share, Class B common stock	$	1.17

	For the year ended March 31, 2021
Total assets	$	173,370,188
Total liabilities		7,215,256
Total commitments and contingencies		172,500,000
Total shareholders’ deficit		(6,345,068	)

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MARKET PRICE AND DIVIDEND INFORMATION

GCAC

Holders

As of the Record Date, there were one holder of record of our units, one holder of record of our shares of GCAC Class A common stock and four holders of record of our warrants.

Ticker Symbol and Market Price

GCAC Units, GCAC Class A common stock and the Public Warrants are currently listed on the Nasdaq Capital Market under the symbols “GCACU,” “GCAC,” and “GCACW,” respectively. The closing price of the GCAC Units, GCAC Class A common stock and the Public Warrants on August 4, 2021, the last trading day before announcement of the execution of the Business Combination Agreement, was $10.10, $9.72 and $0.78 respectively. As of January 13, 2022, the Record Date, the closing price for the GCAC Units, GCAC Class A Common Stock and the Public Warrants was $10.25, $9.93, and $0.76, respectively.

Dividend Policy

GCAC has not paid any cash dividends on its common stock to date and does not intend to pay cash dividends prior to the completion of its initial business combination.

Cepton

There is no public market for Cepton common stock or Cepton preferred stock.

Dividend Policy of New Cepton Following the Business Combination

The payment of cash dividends in the future will be dependent upon New Cepton’s revenue and earnings, if any, capital requirements and general financial condition subsequent to completion of the Business Combination. The payment of any cash dividends subsequent to the Business Combination will be within the discretion of the board of directors of the Combined Entity.

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RISK FACTORS

The following risk factors will apply to the business and operations of New Cepton following the Closing. These risk factors are not exhaustive and investors are encouraged to perform their own investigation with respect to the business, prospects, financial condition and operating results of Cepton and New Cepton’s business, prospects, financial condition and operating results following the completion of the Business Combination. You should carefully consider the following risk factors in addition to the other information included in this proxy statement/consent solicitation statement/prospectus, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements,” before deciding how to vote your shares of GCAC common stock. Please see the section entitled “Where You Can Find More Information” in this proxy statement/consent solicitation statement/prospectus. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may adversely affect the ability to complete or realize the anticipated benefits of the Business Combination, and may have a material adverse effect on the business, cash flows, financial condition and results of operations of Cepton and New Cepton following the Business Combination. The risks discussed below may not prove to be exhaustive and are based on certain assumptions made by GCAC and Cepton that later may prove to be incorrect or incomplete. GCAC and Cepton may face additional risks and uncertainties that are not presently known to GCAC or Cepton, or that GCAC and Cepton currently deem immaterial, which may also impair New Cepton’s business, prospects, financial condition or operating results. The following discussion should be read in conjunction with the financial statements of Cepton and the financial statements of GCAC and the notes thereto included elsewhere in this proxy statement/consent solicitation statement/prospectus.

Unless the context requires otherwise, references to “Cepton” in this section are to the business and operations of Cepton prior to the Business Combination and the business and operations of New Cepton as directly or indirectly affected by Cepton by virtue of New Cepton’s ownership of the business of Cepton through its ownership of the surviving corporation following the Business Combination.

Risks Related to Cepton’s Business and Industry

Cepton is an early stage company with a history of losses and expects to incur significant expenses and continuing losses for the foreseeable future.

Cepton has incurred net losses on an annual basis since its inception. Cepton incurred a net loss of approximately $26.4 million for the nine months ended September 30, 2021 and $16.8 million and $19.6 million for the years ended December 31, 2019 and 2020, respectively. Cepton believes that it will continue to incur operating and net losses each quarter until at least the first quarter of 2024. Even if Cepton is able to successfully develop and sell its lidar solutions, there can be no assurance that they will be commercially successful. Cepton’s potential profitability is dependent upon the successful development and successful commercial introduction and acceptance of its lidar solutions, which may not occur.

Cepton expects the rate at which it will incur losses to be significantly higher in future periods as Cepton:

• expands its production capabilities to produce its lidar solutions, including costs associated with outsourcing the production of its lidar solutions;

• expands its design, development, installation and servicing capabilities;

• builds up inventories of parts and components for its lidar solutions;

• produces an inventory of its lidar solutions;

• increases its sales and marketing activities and develops its distribution infrastructure; and

• continues to utilize its third-party partners for manufacturing, testing and commercialization.

Because Cepton will incur the costs and expenses from these efforts before it receives incremental revenues with respect thereto, Cepton’s losses in future periods will be significant. In addition, Cepton may find that these efforts are more expensive than it currently anticipates or that these efforts may not result in revenues, which would further increase Cepton’s losses.

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Cepton’s limited operating history makes it difficult to evaluate its future prospects and the risks and challenges it may encounter.

Cepton has been focused on developing lidar products and perception software for mass-market ADAS and autonomous driving systems and Smart Infrastructure since 2016. This relatively limited operating history makes it difficult to evaluate Cepton’s future prospects and the risks and challenges it may encounter. Risks and challenges Cepton has faced or expects to face include, but are not limited to, its ability to:

• develop and commercialize its products;

• produce and deliver lidar and software products of acceptable performance;

• forecast its revenue and budget for and manage its expenses;

• attract new customers, retain existing customers and expand existing commercial relationships;

• comply with existing and new or modified laws and regulations applicable to its business;

• plan for and manage capital expenditures for its current and future products, and manage its supply chain and supplier relationships related to its current and future products;

• anticipate and respond to macroeconomic changes and changes in the markets in which it operates;

• maintain and enhance the value of its reputation and brand;

• effectively manage its growth and business operations, including the impacts of the COVID-19 pandemic on its business;

• develop and protect intellectual property;

• hire, integrate and retain talented people at all levels of its organization; and

• successfully develop new solutions to enhance the experience of customers.

If Cepton fails to address the risks and difficulties that it faces, including those associated with the challenges listed above as well as those described elsewhere in this “Risk Factors” section, its business, financial condition and results of operations could be adversely affected. Further, because Cepton has limited historical financial data and operates in a rapidly evolving market, any predictions about its future revenue and expenses may not be as accurate as they would be if it had a longer operating history or operated in a more predictable market. Cepton has encountered in the past, and will encounter in the future, risks and uncertainties frequently experienced by growing companies with limited operating histories in rapidly changing industries. If Cepton’s assumptions regarding these risks and uncertainties, which it uses to plan and operate its business, are incorrect or change, or if it does not address these risks successfully, its results of operations could differ materially from its expectations and its business, financial condition and results of operations could be adversely affected.

Cepton’s forecasts and projections are based upon assumptions, analyses and internal estimates developed by Cepton’s management. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, Cepton’s actual operating results may differ materially from those forecasted or projected.

Cepton’s forecasts and projections included in this proxy statement/consent solicitation statement/prospectus are subject to significant uncertainty and are based on assumptions, analyses and internal estimates developed by Cepton’s management, any or all of which may not prove to be correct or accurate. If these assumptions, analyses or estimates prove to be incorrect or inaccurate, Cepton’s actual operating results may differ materially from those forecasted or projected.

The forecasts and projections in this proxy statement/consent solicitation statement/prospectus include forecasts and estimates relating to the expected size and growth of the markets for which Cepton operates or seeks to enter. Such markets may not develop or grow, or may develop and grow at a lower rate than expected, and even if these markets experience the forecasted growth described in this proxy statement/consent solicitation statement/prospectus, Cepton may not grow its business at similar rates, or at all. Cepton’s future growth is subject to many factors, including, among others, its ability to develop and commercialize its products and the market’s adoption of its products, both of

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which are subject to risks and uncertainties, many of which are beyond Cepton’s control. Accordingly, the forecasts and estimates of market size and growth described in this proxy statement/consent solicitation statement/prospectus should not be taken as indicative of Cepton’s future growth. In addition, these forecasts do not take into account the impact of the current COVID-19 pandemic, and Cepton cannot assure you that these forecasts will not be materially and adversely affected as a result of the COVID-19 pandemic.

Cepton continues to implement strategic initiatives designed to grow its business. These initiatives may prove more costly than it currently anticipates and Cepton may not succeed in increasing its revenue in an amount sufficient to offset the costs of these initiatives and to achieve and maintain profitability.

Cepton continues to make investments and implement initiatives designed to grow its business, including:

• expanding its sales and marketing efforts to attract new customers in its target end markets;

• investing in R&D;

• investing in new applications and markets for its products by expanding relationships with existing customers and creating opportunities for new customers;

• further enhancing its partnerships with third-parties to develop manufacturing processes; and

• investing in legal, accounting, and other administrative functions necessary to support its operations as a public company.

These initiatives may prove more expensive than Cepton currently anticipates, and Cepton may not succeed in increasing its revenue, if at all, in an amount sufficient to offset these higher expenses and to achieve and maintain profitability. The market opportunities Cepton is pursuing are at various stages of development, and it may be many years before the end markets Cepton expects to serve in the Automotive market generate demand for its products at scale, if at all. In the Smart Infrastructure market, Cepton has a number of active projects and multiple developing engagement opportunities, but some of these relationships and market opportunities are also still in the early stages of development. Cepton’s revenue may be adversely affected for a number of reasons, including, but not limited to (i) the development and/or market acceptance of new technology that competes with its lidar products and automotive software, (ii) if certain automotive OEMs, or other market participants change their autonomous vehicle technology, (iii) failure of Cepton’s customers to commercialize autonomous systems that include its solutions, (iv) Cepton’s inability to effectively manage its inventory or manufacture products at scale, (v) Cepton’s inability to enter new markets or help its customers adapt its products for new applications or (vi) Cepton’s failure to attract new customers or expand orders from existing customers or increasing competition. Furthermore, it is difficult to predict the size and growth rate of Cepton’s target markets, customer demand for its products, commercialization timelines, developments in autonomous sensing and related technology, the entry of competitive products, or the success of existing competitive products and services. For these reasons, Cepton does not expect to achieve profitability over the near term. If Cepton’s revenue does not grow over the long term, its ability to achieve and maintain profitability may be adversely affected, and the value of its business may significantly decrease.

Cepton’s ability to effectively manage its anticipated growth and expansion of operations will also require it to enhance its operational, financial and management controls and infrastructure, human resources policies and reporting systems. These enhancements and improvements will require significant capital expenditures, investments in additional headcount and other operating expenditures and allocation of valuable management and employee resources. Cepton’s future financial performance and ability to execute on its business plan will depend, in part, on its ability to effectively manage any future growth and expansion. There are no guarantees Cepton will be able to do so in an efficient or timely manner, or at all.

If Cepton’s lidar products are not selected for inclusion in ADAS and autonomous driving systems by automotive OEMs, automotive tier 1 companies, mobility or technology companies or their respective suppliers, its business will be materially and adversely affected.

Automotive OEMs, tier 1 suppliers to automotive OEMs, mobility or technology companies, and their respective suppliers design and develop autonomous driving and ADAS technology over several years. These automotive OEMs, tier 1 suppliers, mobility or technology companies, and their respective suppliers undertake extensive testing or qualification processes prior to selecting a product such as Cepton’s lidar products for use in a particular system,

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product or vehicle model, because such products will function as part of a larger system or platform and must meet certain other specifications. Cepton spends significant time and resources to have its products selected by its customers and their suppliers for use in a particular system, product or vehicle model, which is known as a “series production win” or a “series production award.” In the case of autonomous driving and ADAS technology, a series production award means Cepton’s lidar product has been selected for use in a particular vehicle model. However, if Cepton does not achieve a series production award with respect to a particular vehicle model, it may not have an opportunity to supply its products to the automotive OEM for that vehicle model for a period of many years. In many cases, this period can be as long as five to seven or more years. If Cepton’s products are not selected by an automotive OEM or its suppliers for one vehicle model or if Cepton’s products are not successful in that vehicle model, it is unlikely that its product will be deployed in other vehicle models of that OEM. If Cepton fails to win a significant number of vehicle models from one or more of automotive OEMs or their suppliers, its business, results of operations and financial condition will be materially and adversely affected. For more information about certain risks related to product selection, please see the risk factor in this proxy statement/consent solicitation statement/prospectus captioned “The period of time from engagement to a series production award and then to implementation is long, typically spanning over several years, especially in the Automotive market, and Cepton’s customer arrangements are subject to cancellation or postponement of contracts or unsuccessful implementation.”

Cepton is reliant on key inputs and its inability to reduce and control the cost of such inputs could negatively impact the adoption of its products and its profitability.

The production of Cepton’s sensors is dependent on producing or sourcing certain key components and raw materials at acceptable price levels. If Cepton is unable to adequately reduce and control the costs of such key components, it will be unable to realize manufacturing costs targets, which could reduce the market adoption of its products, damage its reputation with current or prospective customers, and harm its brand, business, prospects, financial condition and operating results.

Continued pricing pressures, automotive OEM cost reduction initiatives and the ability of automotive OEMs to re-source or cancel vehicle or technology programs may result in losses or lower than anticipated margins, which will adversely affect Cepton’s results of operations and financial condition.

Cost-cutting initiatives adopted by Cepton’s customers often result in increased downward pressure on pricing. Cepton expects that over the course of the terms of its arrangements with automotive OEMs, its customers may require step-downs in pricing. Automotive OEMs possess significant leverage over their suppliers, including Cepton, because the automotive component supply industry is highly competitive, serves a limited number of customers and has a high fixed cost base. For example, Cepton’s long-range lidars are currently in the low $1,000s range and, over the next five to six years, Cepton expects that these prices could drop to the $500-600 range. For near-range lidars, Cepton expects high volume ADAS target pricing to be in the $100 range within a few years. Accordingly, Cepton expects to be subject to substantial continuing pressure from automotive OEMs and Tier 1 suppliers to reduce the price of its products. It is possible that pricing pressures beyond Cepton’s expectations could intensify as automotive OEMs pursue restructuring, consolidation and cost-cutting initiatives. If Cepton is unable to generate sufficient production cost savings in the future to offset price reductions, its gross margin and profitability would be adversely affected.

Cepton expects to incur substantial R&D costs and devote significant resources to identifying and commercializing new products, which could significantly reduce its profitability and may never result in revenue to Cepton.

Cepton’s future growth depends on penetrating new markets, adapting existing products to new applications and customer requirements, and introducing new products that achieve market acceptance. Cepton plans to incur substantial, and potentially increasing, R&D costs as part of its efforts to design, develop, manufacture and commercialize new products and enhance existing products. Cepton’s R&D expenses were approximately $14.6 million for the nine months ended September 30, 2021 and $11.5 million and $11.7 million for the years ended December 31, 2019 and 2020, respectively, and are likely to grow in the future. Because Cepton accounts for R&D as an operating expense, these expenditures will adversely affect its results of operations in the future. Further, Cepton’s R&D program may not produce successful results, and its new products may not achieve market acceptance, create additional revenue or become profitable.

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Although Cepton believes that lidar is likely to become an essential sensor for autonomous vehicles and other emerging markets, market adoption of lidar is uncertain. If market adoption of lidar does not continue to develop, or develops more slowly than Cepton expects, its business will be adversely affected.

While Cepton’s lidar solutions can be applied to different use cases across end markets, a significant portion of its revenue is currently primarily generated from product sales of lidar sensors to direct customers. Despite the fact that the automotive industry has engaged in considerable effort to research and test lidar products for ADAS and autonomous driving applications, the automotive industry may not introduce lidar products in commercially available vehicles. However, lidar products remain relatively new and it is possible that other sensing modalities, or a new disruptive modality based on new or existing technology, including a combination of technology, will achieve acceptance or leadership in the ADAS and autonomous driving industries. Even if lidar products are used in initial generations of autonomous driving technology and certain ADAS applications, Cepton cannot guarantee that lidar products will be designed into or included in subsequent generations of such commercialized technology. In addition, Cepton expects that initial generations of autonomous vehicles will be focused on limited applications, such as robotaxis and delivery vehicles, and that mass market adoption of autonomous technology may lag behind these initial applications significantly. The speed of market growth for ADAS or autonomous vehicles is difficult if not impossible to predict, and it is more difficult to predict this market’s future growth in light of the economic consequences of the COVID-19 pandemic. Although Cepton currently believes it is a leader in lidar-based systems for the ADAS market, by the time mass market adoption of ADAS and autonomous vehicle technology is achieved, Cepton expects competition among providers of sensing technology based on lidar and other modalities to increase substantially. If commercialization of lidar products is not successful, or not as successful as Cepton or the market expects, or if other sensing modalities gain acceptance by developers of ADAS or autonomous driving systems, automotive OEMs, regulators and safety organizations or other market participants by the time autonomous vehicle technology achieves mass market adoption, its business, results of operations and financial condition will be materially and adversely affected.

Cepton is investing in and pursuing market opportunities outside of the Automotive markets, including in the Smart Infrastructure market. Cepton believes that its future revenue growth, if any, will depend in part on its ability to expand within new markets such as these and to enter new markets as they emerge. Each of these markets presents distinct risks and, in many cases, requires Cepton to address the particular requirements of that market.

Addressing these requirements can be time-consuming and costly. The market for lidar technology outside of automotive applications is relatively new, rapidly developing and unproven in many markets or industries. Many of Cepton’s customers outside of the automotive industry are still in the testing and development phases and it cannot be certain that they will commercialize products or systems with its lidar products or at all. Cepton cannot be certain that lidar will be sold into these markets, or any market outside of Automotive market, at scale. Adoption of lidar products, including Cepton’s products, outside of the automotive industry will depend on numerous factors, including: whether the technological capabilities of lidar and lidar-based products meet users’ current or anticipated needs, whether the benefits of designing lidar into larger sensing systems outweigh the costs, complexity and time needed to deploy such technology or replace or modify existing systems that may have used other modalities such as cameras and radar, whether users in other applications can move beyond the testing and development phases and proceed to commercializing systems supported by lidar technology and whether lidar developers such as Cepton can keep pace with rapid technological change in certain developing markets and the global response to the COVID-19 pandemic and the length of any associated work stoppages. If lidar technology does not achieve commercial success outside of the automotive industry, or if the market develops at a pace slower than Cepton expects, its business, results of operation and financial condition will be materially and adversely affected.

Cepton is substantially dependent on its series production award from OEM-B and its relationship with Koito, and its business and prospects will be materially and adversely affected if OEM-B’s development or launch plans for the multiple vehicle models in which Cepton’s products are expected to be deployed are significantly scaled back or terminated.

Cepton’s growth plans are substantially dependent on its series production award from OEM-B. Cepton is the supplier of lidar to OEM-B’s next generation ADAS program, through Koito. Sales to Koito accounted for over 70% of Cepton’s total revenues for the nine months ended September 30, 2021. There can be no assurance that Cepton will be able to maintain its relationship with OEM-B or Koito and secure orders from Koito for OEM-B programs. If OEM-B terminates or significantly alters or delays its next generation ADAS program and/or alters its relationship with Cepton or with Koito in a manner that is adverse to Cepton, Cepton’s business would be materially adversely

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affected. Similarly, if Cepton is unable to maintain its relationship with Koito, or the terms of Cepton’s arrangement with Koito with respect to the OEM-B series production award differ from Cepton’s expectations, including with respect to volume, pricing and timing, then Cepton’s business and prospects would be materially adversely affected.

The period of time from engagement to a series production award and then to implementation is long, typically spanning over several years, especially in the Automotive market, and Cepton’s customer arrangements are subject to cancellation or postponement of contracts or unsuccessful implementation.

Cepton’s customers generally must make significant commitments of resources to test and validate Cepton’s products and confirm that they can integrate with other technologies before including them in any particular system, product or vehicle model. Cepton, in turn, spends significant time and resources to have its products selected by its customers and their suppliers for use in a particular system, product or vehicle model, which is known as a series production award. The development cycles of Cepton’s products with new customers varies widely depending on the application, market, customer and the complexity of the product. In the Automotive market, this development cycle can be five to seven years, including the period from series production award to production, which can be three to four years. In the Smart Infrastructure market, this development cycle can be one to two years. Further, even after obtaining a series production award with a customer, Cepton is subject to the risk that such customer cancels or postpones implementation of its technology, as well as that it will not be able to integrate its technology successfully into a larger system with other sensing modalities. Further, Cepton’s revenue could be less than forecasted if the system, product or vehicle model that includes its lidar products is unsuccessful, including for reasons unrelated to its technology. Long development cycles and product cancellations or postponements may adversely affect Cepton’s business, prospects, results of operations and financial condition.

Cepton may experience difficulties in managing its growth and expanding its operations.

Cepton expects to experience significant growth in the scope and nature of its operations. Cepton’s ability to manage its operations and future growth will require Cepton to continue to improve its operational, financial and management controls, compliance programs and reporting systems. Cepton is currently in the process of strengthening its compliance programs, including its compliance programs related to export controls, privacy and cybersecurity and anti-corruption. Cepton may not be able to implement improvements in an efficient or timely manner and may discover deficiencies in existing controls, programs, systems and procedures, which could have an adverse effect on its business, reputation and financial results.

Cepton relies on third-party suppliers and because some of the raw materials and key components in its products come from limited or single-source suppliers, Cepton is susceptible to supply shortages, long lead times for components, and supply changes, any of which could disrupt its supply chain and could delay deliveries of its products to customers.

While the components that go into the manufacture of Cepton’s solutions are generally built from modular, commonly available materials, they are sourced from third-party suppliers. To date, Cepton has produced its products in relatively limited quantities. Although Cepton has limited experience in managing its supply chain to manufacture and deliver its products at scale, its future success will depend on its ability to manage its supply chain to manufacture and deliver its products at scale. Some of the key components used to manufacture Cepton’s products come from limited or single source suppliers. Cepton is therefore subject to the risk of shortages and long lead times in the supply of these components and the risk that its suppliers discontinue or modify components used in its products. Cepton has a global supply chain and the COVID-19 pandemic and other health epidemics and outbreaks have and may in the future adversely affect its ability to source components in a timely or cost effective manner from its third-party suppliers due to, among other things, work stoppages or interruptions. For example, some of Cepton’s key suppliers were affected by the pandemic resulting in supply chain disruptions. These issues further delayed order fulfillment and revenue recognition but were largely resolved in the third quarter of 2020. Additionally, Cepton’s MMT®-based lidar uses laser diodes. Any shortage of these laser diodes could materially and adversely affect Cepton’s ability to manufacture its solutions. In addition, the lead times associated with certain components are lengthy and preclude rapid changes in quantities and delivery schedules. Cepton may in the future experience component shortages and price fluctuations of certain key components and materials, and the predictability of the availability and pricing of these components may be limited. Component shortages or pricing fluctuations could be material in the future. In the event of a component shortage, supply interruption or material pricing change from suppliers of these components, Cepton may not be able to develop alternate sources in a timely manner or at all in the case of sole or limited sources. Developing alternate

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sources of supply for these components may be time-consuming, difficult, and costly and Cepton may not be able to source these components on terms that are acceptable to it, or at all, which may undermine Cepton’s ability to meet its requirements or to fill customer orders in a timely manner. Any interruption or delay in the supply of any of these parts or components, or the inability to obtain these parts or components from alternate sources at acceptable prices and within a reasonable amount of time, would adversely affect Cepton’s ability to meet its scheduled product deliveries to its customers. This could adversely affect Cepton’s relationships with its customers and channel partners and could cause delays in shipment of its products and adversely affect its operating results. In addition, increased component costs could result in lower gross margins. Even where Cepton is able to pass increased component costs along to its customers, there may be a lapse of time before it is able to do so such that Cepton must absorb the increased cost. If Cepton is unable to buy these components in quantities sufficient to meet its requirements on a timely basis, it will not be able to deliver products to its customers, which may result in such customers using competitive products instead of Cepton’s.

Because Cepton’s sales have been primarily to customers engaged in development of ADAS deployments in consumer vehicles and pilot projects in the Smart Infrastructure segment and its orders are project-based, Cepton expects its results of operations to fluctuate on a quarterly and annual basis.

Cepton’s quarterly results of operations have fluctuated in the past and may vary significantly in the future. As such, historical comparisons of its operating results may not be meaningful. In particular, because Cepton’s sales to date have primarily been to customers making purchases for development of ADAS deployments in consumer vehicles, sales in any given quarter can fluctuate based on the timing and success of its customers’ projects. Accordingly, the results of any one quarter should not be relied upon as an indication of future performance. Cepton’s quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of its control and may not fully reflect the underlying performance of Cepton’s business. These fluctuations could adversely affect Cepton’s ability to meet its expectations or those of securities analysts, ratings agencies or investors. If Cepton does not meet these expectations for any period, the value of its business and its securities, or those of New Cepton, could decline significantly. Factors that may cause these quarterly fluctuations include, but are not limited to, those listed below:

• the timing and magnitude of orders and shipments of Cepton’s products in any quarter;

• the timing and magnitude of sales returns and warranty claims of Cepton’s products in any quarter;

• the timing and magnitude of non-recurring engineering services revenue in any quarter;

• pricing changes Cepton may adopt to drive market adoption or in response to competitive pressure;

• the ability of Cepton to retain its existing customers and attract new customers;

• the ability of Cepton to develop, introduce, manufacture and ship in a timely manner products that meet customer requirements;

• disruptions in Cepton’s sales channels or termination of its relationship with important channel partners;

• delays in customers’ purchasing cycles or deferments of customers’ purchases in anticipation of new products or updates from Cepton or its competitors;

• fluctuations in demand pressures for Cepton’s products;

• the mix of products sold in any quarter;

• the duration of COVID-19 and the time it takes for economic recovery;

• the timing and rate of broader market adoption of autonomous systems utilizing Cepton’s solutions across the automotive and other market sectors;

• market acceptance of lidar and further technological advancements by Cepton’s competitors and other market participants;

• the ability of Cepton’s customers to commercialize systems that incorporate its products;

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• any change in the competitive dynamics of Cepton’s markets, including consolidation of competitors, regulatory developments and new market entrants;

• the ability of Cepton to effectively manage its inventory;

• changes in the source, cost, availability of and regulations pertaining to materials Cepton uses;

• adverse litigation, judgments, settlements or other litigation-related costs, or claims that may give rise to such costs; and

• general economic, industry and market conditions, including trade disputes.

Cepton’s transition to an outsourced manufacturing business model may not be successful, which could harm its ability to deliver products and recognize revenue.

Cepton is transitioning from a manufacturing model in which it primarily manufactured and assembled its products at its San Jose, California location, to one where it relies on third-party manufacturers and tier 1 partners in Japan and potentially other foreign and domestic locations. Cepton currently has an agreement with one such manufacturer of key components and is in negotiations with other third parties to provide contract manufacturing of certain of its products. As Cepton transitions manufacturing to third-party manufacturers and tier 1 partners, Cepton plans to maintain certain levels of in-house manufacturing capabilities for new product introduction, prototyping, and small quantity order fulfillment. Cepton believes the use of third-party manufacturers and tier 1 partners will have benefits, but in the near term, while it is beginning manufacturing with new partners, Cepton may lose revenue, incur increased costs and potentially harm its customer relationships.

Reliance on third-party manufacturers reduces Cepton’s control over the manufacturing process, including reduced control over quality, product costs and product supply and timing. Cepton may experience delays in shipments or issues concerning product quality from its third-party manufacturers. If any of Cepton’s third-party manufacturers experience interruptions, delays or disruptions in supplying its products, including by natural disasters, COVID-19, other health epidemics and outbreaks, or work stoppages or capacity constraints, Cepton’s ability to ship products to distributors and customers would be delayed. In addition, unfavorable economic conditions could result in financial distress among third-party manufacturers upon which Cepton relies, thereby increasing the risk of disruption of supplies necessary to fulfill Cepton’s production requirements and meet customer demands. Additionally, if any of Cepton’s third-party manufacturers experience quality control problems in their manufacturing operations and Cepton’s products do not meet customer or regulatory requirements, it could be required to cover the cost of repair or replacement of any defective products. These delays or product quality issues could have an immediate and material adverse effect on Cepton’s ability to fulfill orders and could have a negative effect on its operating results. In addition, such delays or issues with product quality could adversely affect Cepton’s reputation and its relationship with its channel partners. If third-party manufacturers experience financial, operational, manufacturing capacity or other difficulties, or experience shortages in required components, or if they are otherwise unable or unwilling to continue to manufacture Cepton’s products in required volumes or at all, Cepton’s supply may be disrupted, it may be required to seek alternate manufacturers and it may be required to re-design its products. It would be time-consuming, and could be costly and impracticable, to begin to use new manufacturers and designs, and such changes could cause significant interruptions in supply and could have an adverse effect on Cepton’s ability to meet its scheduled product deliveries and may subsequently lead to the loss of sales. While Cepton takes measures to protect its trade secrets, the use of third-party manufacturers may also risk disclosure of its innovative and proprietary manufacturing methodologies, which could adversely affect Cepton’s business.

If Cepton further expands its international manufacturing operations, it may face risks associated with manufacturing operations outside the United States.

Cepton expects to maintain manufacturing at its headquarters in San Jose, California for product development and small amounts of fulfillment. If Cepton were to begin manufacturing on its own outside the United States, such activity would be subject to several inherent risks, including:

• foreign currency fluctuations;

• local economic conditions;

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• political instability;

• import or export requirements;

• failure by Cepton, its collaborators or its distributors to obtain regulatory clearance, authorization or approval for the use of Cepton’s products and services in various countries;

• foreign government regulatory requirements;

• reduced protection for intellectual property rights in some countries;

• regulatory and compliance risks that relate to maintaining accurate information and control over sales and distributors’ activities that may fall within the purview of the Foreign Corrupt Practices Act of 1977 (the “FCPA”), its books and records provisions, or its anti-bribery provisions or laws similar to the FCPA in other jurisdictions in which Cepton may in the future operate, such as the United Kingdom’s Bribery Act of 2010 and anti-bribery requirements of member states in the European Union;

• tariffs and other trade barriers and restrictions; and

• potentially adverse tax consequences.

If Cepton further expands its limited manufacturing operations outside the United States, it may be subject to these risks. Such risks could increase Cepton’s costs and decrease its profit margins.

Even though many of the components in Cepton’s lidars are modular and can be built using readily available materials, Cepton, its outsourcing partners and its suppliers may rely on complex machinery for Cepton’s production, which involves a significant degree of risk and uncertainty in terms of operational performance and costs. Cepton, its outsourcing partners and its suppliers may also rely on highly-skilled labor for Cepton’s production, and if such highly-skilled labor is unavailable, Cepton’s business could be adversely affected.

Cepton, its outsourcing partners and its suppliers may rely on complex machinery for the production, assembly and installation of Cepton’s lidar solutions, which will involve a significant degree of uncertainty and risk in terms of operational performance and costs. Cepton’s production facilities and the facilities of its outsourcing partners and suppliers consist of large-scale machinery combining many components. These components may suffer unexpected malfunctions from time to time and will depend on repairs and spare parts to resume operations, which may not be available when needed. Unexpected malfunctions of these components may significantly affect the intended operational efficiency. In addition, Cepton and its outsourcing partners and its suppliers may also rely on highly-skilled labor for Cepton’s assembly and production. If such highly-skilled labor is unavailable, Cepton’s business could be adversely affected. Operational performance and costs can be difficult to predict and are often influenced by factors outside of Cepton’s control, such as, but not limited to, scarcity of natural resources, environmental hazards and remediation, costs associated with decommissioning of machines, labor disputes and strikes, difficulty or delays in obtaining governmental permits, damages or defects in electronic systems, industrial accidents, fire, seismic activity and natural disasters. Should operational risks materialize, it may result in the personal injury to or death of workers, the loss of production equipment, damage to production facilities, monetary losses, delays and unanticipated fluctuations in production, environmental damage, administrative fines, increased insurance costs and potential legal liabilities, all which could have a material adverse effect on Cepton’s business, prospects, financial condition or operating results.

As part of growing its business, Cepton may make acquisitions. If Cepton fails to successfully select, execute or integrate its acquisitions, then its business, results of operations and financial condition could be materially adversely affected.

From time to time, Cepton may undertake acquisitions to add new products and technologies, acquire talent, gain new sales channels or enter into new markets or sales territories. In addition to possible stockholder approval, Cepton may need approvals and licenses from relevant government authorities for the acquisitions and to comply with any applicable laws and regulations, which could result in increased delay and costs, and may disrupt Cepton’s business strategy if it fails to do so. Furthermore, acquisitions and the subsequent integration of new assets, businesses, key personnel, customers, vendors and suppliers require significant attention from Cepton’s management and could result in a diversion of resources from Cepton’s existing business, which in turn could have an adverse effect on Cepton’s operations. Acquired assets or businesses may not generate the financial results Cepton expects. Acquisitions could

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result in the use of substantial amounts of cash, potentially dilutive issuances of equity securities, the occurrence of significant goodwill impairment charges, amortization expenses for other intangible assets and exposure to potential unknown liabilities of the acquired business. Moreover, the costs of identifying and consummating acquisitions may be significant.

To date, Cepton has no experience with acquisitions and the integration of acquired technology and personnel. Failure to successfully identify, complete, manage and integrate acquisitions could materially and adversely affect its business, financial condition and results of operations and could cause New Cepton’s stock price to decline.

Changes in Cepton’s product mix may impact its financial performance.

Cepton’s financial performance can be affected by the mix of products it sells during a given period. If Cepton’s sales include more of the lower gross margin products than higher gross margin products, its results of operations and financial condition may be adversely affected. There can be no guarantees that Cepton will be able to successfully alter its product mix so that it is selling more of its high gross margin products. If actual results vary from this projected product mix of sales, its Cepton’s results of operations and financial condition could be adversely affected.

Cepton’s sales and operations in international markets expose it to operational, financial and regulatory risks.

International sales comprise a significant amount of Cepton’s overall revenue. Sales to international customers accounted for 88% of Cepton’s revenue for the nine months ended September 30, 2021 and 63% and 65% of Cepton’s revenue in 2019 and 2020, respectively. Cepton is committed to growing its international sales, and while it has committed resources to expanding its international operations and sales channels, these efforts may not be successful. International operations are subject to a number of other risks, including, but not limited to:

• exchange rate fluctuations;

• political and economic instability, international terrorism and anti-American sentiment, particularly in emerging markets;

• global or regional health crises, such as COVID-19 or other health epidemics and outbreaks;

• potential for violations of anti-corruption laws and regulations, such as those related to bribery and fraud;

• preference for locally branded products, and laws and business practices favoring local competition;

• increased difficulty in managing inventory;

• delayed revenue recognition;

• less effective protection of intellectual property;

• stringent regulation of the autonomous or other systems or products using Cepton’s products and stringent consumer protection and product compliance regulations, including but not limited to General Data Protection Regulation in the European Union, European competition law, the Restriction of Hazardous Substances Directive, the Waste Electrical and Electronic Equipment Directive and the European Ecodesign Directive that are costly to comply with and may vary from country to country;

• difficulties and costs of staffing and managing foreign operations;

• import and export laws and the impact of tariffs;

• changes in local tax and customs duty laws or changes in the enforcement, application or interpretation of such laws; and

• U.S. government restrictions on certain technology transfer to certain countries of concern.

The occurrence of any of these risks could negatively affect Cepton’s international business and consequently its business, operating results and financial condition.

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The complexity of Cepton’s products and the limited visibility into the various environmental and other conditions under which Cepton’s customers use the products could result in unforeseen delays or expenses from undetected defects, errors or reliability issues in hardware or software which could reduce the market adoption of its new products, damage its reputation with current or prospective customers, expose Cepton to product liability and other claims and adversely affect its operating costs.

Cepton’s products are highly technical and very complex and require high standards to manufacture and have in the past and will likely in the future experience defects, errors or reliability issues at various stages of development. Cepton may be unable to timely release new products, manufacture existing products, correct problems that have arisen or correct such problems to its customers’ satisfaction. Additionally, undetected errors, defects or security vulnerabilities, especially as new products are introduced or as new versions are released, could result in serious injury to the end users of technology incorporating Cepton’s products, or those in the surrounding area, its customers never being able to commercialize technology incorporating our products, litigation against Cepton, negative publicity and other consequences. These risks are particularly prevalent in the highly competitive autonomous driving and ADAS markets. Some errors or defects in Cepton’s products may only be discovered after they have been tested, commercialized and deployed by customers. If that is the case, Cepton may incur significant additional development costs and product recall, repair or replacement costs. These problems may also result in claims, including class actions, against Cepton by its customers or others. Cepton’s reputation or brand may be damaged as a result of these problems and customers may be reluctant to buy its products, which could adversely affect its ability to retain existing customers and attract new customers and could adversely affect its financial results.

In addition, Cepton could face material legal claims for breach of contract, product liability, fraud, tort or breach of warranty as a result of these problems. Defending a lawsuit, regardless of its merit, could be costly and may divert management’s attention and adversely affect the market’s perception of Cepton and its products. In addition, Cepton’s business liability insurance coverage could prove inadequate with respect to a claim and future coverage may be unavailable on acceptable terms or at all. These product-related issues could result in claims against Cepton and its business could be adversely affected.

Cepton may be subject to product liability or warranty claims that could result in significant direct or indirect costs, which could adversely affect its business and operating results.

Cepton’s customers use its solutions in autonomous driving, ADAS and other automotive applications, which present the risk of significant injury, including fatalities. Cepton may be subject to claims if a product using its lidar technology is involved in an accident and persons are injured or purport to be injured. Any insurance that Cepton carries may not be sufficient or it may not apply to all situations. Similarly, Cepton’s customers could be subjected to claims as a result of such accidents and bring legal claims against Cepton to attempt to hold it liable. In addition, if lawmakers or governmental agencies were to determine that the use of Cepton’s products or autonomous driving or certain ADAS applications increased the risk of injury to all or a subset of its customers, they may pass laws or adopt regulations that limit the use of Cepton’s products or increase its liability associated with the use of its products or that regulate the use of or delay the deployment of autonomous driving and ADAS technology. Any of these events could adversely affect Cepton’s brand, relationships with customers, operating results or financial condition.

Cepton typically provides a limited-time warranty on its products. The occurrence of any material defects in its products could make Cepton liable for damages and warranty claims. In addition, Cepton could incur significant costs to correct any defects, warranty claims or other problems, including costs related to product recalls. Any negative publicity related to the perceived quality of Cepton’s products could affect its brand image, partner and customer demand, and adversely affect its operating results and financial condition. Also, warranty, recall and product liability claims may result in litigation, including class actions, the occurrence of which could be costly, lengthy and distracting and adversely affect Cepton’s business and operating results.

If Cepton or its suppliers do not maintain sufficient inventory or if they do not adequately manage their respective inventory, Cepton could lose sales or incur higher inventory-related expenses, which could negatively affect Cepton’s operating results.

To ensure adequate inventory supply, Cepton and its suppliers must forecast inventory needs and expenses, place orders sufficiently in advance with their respective suppliers and manufacturing partners and manufacture products based on its estimates of future demand for particular products. Fluctuations in the adoption of lidar products may affect

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Cepton’s ability to forecast its future operating results, including revenue, gross margins, cash flows and profitability. Cepton’s ability to accurately forecast demand for its products could be affected by many factors, including the rapidly changing nature of the Automotive and Smart Infrastructure markets in which it operates, the uncertainty surrounding the market acceptance and commercialization of lidar technology, the emergence of new markets, an increase or decrease in customer demand for Cepton’s products or for products and services of its competitors, product introductions by competitors, COVID-19, other health epidemics and outbreaks, and any associated work stoppages or interruptions, unanticipated changes in general market conditions and the weakening of economic conditions or consumer confidence in future economic conditions. If its lidar products are commercialized in industries that are quickly growing, including autonomous driving and ADAS applications, both of which are currently experiencing rapid growth in demand, Cepton may face challenges acquiring adequate supplies to manufacture its products and/or Cepton and its manufacturing partners may not be able to manufacture its products at a rate necessary to satisfy the levels of demand, which would negatively affect Cepton’s revenue. This risk may be exacerbated by the fact that Cepton may not carry or be able to obtain for its manufacturers a significant amount of inventory to satisfy short-term demand increases. If it fails to accurately forecast customer demand, Cepton may experience excess inventory levels or a shortage of products available for sale.

Inventory levels in excess of customer demand may result in inventory write-downs or write-offs and the sale of excess inventory at discounted prices, which would adversely affect Cepton’s financial results, including its gross margin, and have a negative effect on its brand. Conversely, if Cepton underestimates customer demand for its products, Cepton, or its manufacturing partners, may not be able to deliver products to meet its requirements, and this could result in damage to Cepton’s brand and customer relationships and adversely affect its revenue and operating results.

The average selling prices of Cepton’s products could decrease rapidly over the life of the product, which may negatively affect Cepton’s revenue and gross margin. In addition, the selling prices Cepton is able to ultimately charge in the future for the products it is currently developing or commercializing may be less than what Cepton currently projects, which may cause Cepton’s actual operating results to differ materially from its projections.

Cepton may experience declines in the average selling prices of its products generally as its customers seek to commercialize autonomous systems at prices low enough to achieve market acceptance. In order to sell products that have a falling average unit selling price and maintain margins at the same time, Cepton will need to continually reduce product and manufacturing costs. To manage manufacturing costs, Cepton must engineer the most cost-effective design for its products. In addition, Cepton continuously drives initiatives to reduce labor cost, improve worker efficiency, reduce the cost of materials, use fewer materials and further lower overall product costs by carefully managing component prices, inventory and shipping cost. Cepton also needs to continually introduce new products with higher sales prices and gross margin in order to maintain its overall gross margin. If Cepton is unable to manage the cost of older products or successfully introduce new products with higher gross margin, its revenue and overall gross margin would likely decline. In addition, the selling prices Cepton is able to ultimately charge in the future for the products it is currently developing or commercializing may be less than what Cepton currently projects, which may cause Cepton’s actual operating results to differ materially from its forecasts and projections.

Adverse conditions in the automotive industry or the global economy more generally could have adverse effects on Cepton’s results of operations.

While Cepton makes its strategic planning decisions based on the assumption that the markets it is targeting will grow, Cepton’s business is dependent, in large part on, and directly affected by, business cycles and other factors affecting the global automobile industry and global economy generally. Automotive production and sales are highly cyclical and depend on general economic conditions and other factors, including consumer spending and preferences, changes in interest rates and credit availability, consumer confidence, fuel costs, fuel availability, environmental impact, governmental incentives and regulatory requirements, and political volatility, especially in energy-producing countries and growth markets. In addition, automotive production and sales can be affected by Cepton’s automotive OEM customers’ ability to continue operating in response to challenging economic conditions and in response to labor relations issues, regulatory requirements, trade agreements and other factors. The volume of automotive production in North America, Europe and the rest of the world has fluctuated, sometimes significantly, from year to year, and Cepton expects such fluctuations to give rise to fluctuations in the demand for its products. Any significant adverse change in any of these factors may result in a reduction in automotive sales and production by Cepton’s automotive OEM customers and could have a material adverse effect on its business, results of operations and financial condition.

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The discontinuation, lack of commercial success, or loss of business with respect to a particular vehicle model or other customer solution for which Cepton is a significant supplier to, could reduce Cepton’s sales and adversely affect its profitability.

If Cepton is able to secure series production awards and its solutions are included in these autonomous driving and ADAS products, it expects to enter into supply agreements with the relevant customer. Market practice dictates that these supply agreements typically require Cepton to supply a customer’s requirements for a particular vehicle model or autonomous driving or ADAS product, rather than supply a set number of products. These contracts can have short terms and/or can be subject to renegotiation, sometimes as frequently as annually, all of which may affect product pricing, and may be terminated by Cepton’s customers at any time. Therefore, even if Cepton is successful in obtaining series production awards and the systems into which its products are built are commercialized, the discontinuation of, the loss of business with respect to, or a lack of commercial success of a particular vehicle model or technology package for which Cepton is a significant supplier could mean that the expected sales of Cepton’s products will not materialize, materially and adversely affecting its business.

Since many of the markets in which Cepton competes are new to lidar and rapidly evolving, it is difficult to forecast mid-to-long-term end-customer adoption rates and demand for Cepton’s products.

Cepton is pursuing opportunities in markets that are undergoing rapid changes, including technological and regulatory changes, and it is difficult to predict the timing and size of the opportunities. For example, autonomous driving and lidar-based ADAS applications require complex technology. Because these automotive systems depend on technology from many companies, commercialization of autonomous driving or ADAS products could be delayed or impaired on account of certain technological components of Cepton or others not being ready to be deployed in vehicles. Although OEM-B has planned to release several vehicles using Cepton’s products, others may not be able to commercialize this technology immediately, or at all. Regulatory, safety or reliability developments, many of which are outside of Cepton’s control, could also cause delays or otherwise impair commercial adoption of these new technologies, which will adversely affect Cepton’s growth. Cepton’s future financial performance will depend on its ability to make timely investments in the correct market opportunities. If one or more of these markets experience a shift in customer or prospective customer demand, Cepton’s products may not compete as effectively, if at all, and they may not be designed into commercialized products. Given the evolving nature of the markets in which Cepton operates, it is difficult to predict customer demand or adoption rates for its products or the future growth of the markets in which it operates. As a result, the financial projections in this proxy statement/consent solicitation statement/prospectus necessarily reflect various estimates and assumptions that may not prove accurate and these projections could differ materially from actual results due to the risks included in this “Risk Factors” section, among others. If demand does not develop or if Cepton cannot accurately forecast customer demand, the size of its markets, inventory requirements or its future financial results, its business, results of operations and financial condition will be adversely affected.

Cepton targets many customers that are large companies with substantial negotiating power and potentially competitive internal solutions. If Cepton is unable to sell its products to these customers, its prospects and results of operations will be adversely affected.

Many of Cepton’s customers and potential customers are large, multinational companies with substantial negotiating power relative to Cepton and, in some instances, may have internal solutions that are competitive to Cepton’s products. These large, multinational companies also have significant resources, which may allow them to acquire or develop competitive technologies either independently or in partnership with others. Accordingly, even after investing significant resources to develop a product, Cepton may not secure a series production award or, even after securing a series production award, may not be able to commercialize a product on profitable terms. If Cepton’s products are not selected by these large companies or if these companies develop or acquire competitive technology or negotiate terms that are disadvantageous to Cepton, it will have an adverse effect on Cepton’s business and prospects.

Cepton’s business could be materially and adversely affected if it lost any of its largest customers or if they were unable to pay their invoices.

Although Cepton has and continues to pursue a broad customer base, it is dependent on a collection of large customers with strong purchasing power. In the nine months ended September 30, 2021, Cepton’s top ten customers represented 96% of its revenue. In 2019 and 2020, Cepton’s top ten customers represented 80% and 84% of its revenue, respectively. In the nine months ended September 30, 2021, one customer accounted for more than 10% of Cepton’s

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revenue. In both 2019 and 2020, three customers accounted for more than 10% of Cepton’s annual revenue. The loss of business from any of Cepton’s major customers (whether by lower overall demand for its products, cancellation of existing contracts or product orders or the failure to design in its products or award Cepton new business) could have a material adverse effect on its business.

To the extent autonomous vehicle and ADAS systems become accepted by major automotive OEMs, Cepton expects that it will rely increasingly for its revenue on Tier 1 suppliers through which automotive OEMs procure components. Cepton expects that these Tier 1 suppliers will be responsible for certain hardware and software configuration activities specific to each OEM, and they may not exclusively carry its solutions.

There is also a risk that one or more of its major customers could be unable to pay Cepton’s invoices as they become due or that a customer will simply refuse to make such payments if it experiences financial difficulties. If a major customer were to enter into bankruptcy proceedings or similar proceedings whereby contractual commitments are subject to stay of execution and the possibility of legal or other modification, Cepton could be forced to record a substantial loss.

If Cepton is unable to establish and maintain confidence in its long-term business prospects among customers and analysts and within its industry or is subject to negative publicity, then Cepton’s financial condition, operating results, business prospects and access to capital may suffer materially.

Customers may be less likely to purchase Cepton’s lidar solutions if they are not convinced that Cepton’s business will succeed or that its service and support and other operations will continue in the long term. Similarly, suppliers and other third parties will be less likely to invest time and resources in developing business relationships with Cepton if they are not convinced that its business will succeed. Accordingly, in order to build and maintain its business, Cepton must maintain confidence among customers, suppliers, analysts, ratings agencies and other parties in its products, long-term financial viability and business prospects. Maintaining such confidence may be particularly complicated by certain factors including those that are largely outside of Cepton’s control, such as customer unfamiliarity with its lidar solutions, any delays in scaling production, delivery and service operations to meet demand, competition and uncertainty regarding the future of autonomous vehicles or Cepton’s other services and its production and sales performance compared with market expectations.

Cepton’s investments in educating its customers and potential customers about the advantages of lidar and its applications may not result in sales of Cepton’s products.

Educating Cepton’s prospective customers, and to a lesser extent, its existing customers, about lidar, its advantages over other sensing technologies and lidar’s ability to convey value in different industries and deployments is an integral part of developing new business and the lidar market generally. If prospective customers have a negative perception of, or experience with, lidar or a competitor’s lidar products they may be reluctant to adopt lidar in general or specifically Cepton’s products. Adverse statements about lidar by influential market participants may also deter adoption. Some of Cepton’s competitors have significant financial or marketing resources that may allow them to engage in public marketing campaigns about their alternative technology, lidar or Cepton’s solutions. Cepton’s efforts to educate potential customers and the market generally and to counter any adverse statements made by competitors or other market participants will require significant financial and personnel resources. These educational efforts may not be successful and Cepton may not offset the costs of such efforts with revenue from the new customers. If Cepton is unable to acquire new customers to offset these expenses or if the market accepts such adverse statements, its financial condition will be adversely affected.

Certain of Cepton’s strategic, development, production partner and supply arrangements could be terminated or may not materialize into long-term contract partnership arrangements.

Cepton has arrangements with strategic, development, production partner and supply partners and collaborators. Some of these arrangements are evidenced by memorandums of understandings and others like Cepton’s arrangement with Koito with respect to the OEM-B series production program are supplier onboarding arrangements, both of which will require further negotiation at later stages of development to include additional terms relating to pricing, volume and payment terms, or replacement by production or master agreements that have yet to be implemented under separately negotiated statements of work, each of which could be terminated or may not materialize into next-stage contracts or long-term contract partnership arrangements. If these arrangements are terminated or if Cepton is unable to enter

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into next-stage contracts or long-term operational contracts, its business, prospects, financial condition and operating results may be materially adversely affected. Additionally, market practice dictates that contracts with auto OEMs typically require suppliers to fulfill a customer’s requirements for a particular vehicle model’s autonomous driving or ADAS features, rather than supply a set number of products. These contracts can be subject to renegotiation, which may affect product pricing, and may be terminated by Cepton’s customers at any time. Therefore, even if Cepton is successful in obtaining series production awards and the systems into which its products are built are commercialized, the discontinuation of, the loss of business with respect to, or a lack of commercial success of a particular vehicle model or technology package for which Cepton is a significant supplier could mean that the expected sales of Cepton’s products will not materialize, materially and adversely affecting its business and prospects.

Cepton operates in a highly competitive market and some market participants have substantially greater resources. Cepton competes against a large number of both established competitors and new market entrants.

The markets for sensing technology applicable to autonomous solutions in the automobile industry are highly competitive. Cepton’s future success will depend on its ability to remain a leader in its targeted markets by continuing to develop and protect from infringement advanced lidar technology in a timely manner and to stay ahead of existing and new competitors. Cepton’s competitors are numerous and they compete with it directly by offering lidar products and indirectly by attempting to solve some of the same challenges with different technology. Cepton faces competition from camera and radar companies, other developers of lidar products, Tier 1 suppliers and other technology and automotive supply companies, some of which have significantly greater resources than it does. Some examples of Cepton’s competitors include Velodyne Lidar Inc. (Nasdaq: VLDR), Aeva Technologies, Inc. (Nasdaq: AEVA), Ouster, Inc. (Nasdaq: OUST), Luminar Technologies Inc. (Nasdaq: LAZR) and Innoviz Technologies, Inc. (Nasdaq: INVZ). In the Automotive market, Cepton’s competitors have attempted to commercialize both lidar and non-lidar-based ADAS technology that may achieve market adoption, strong brand recognition and may continue to improve. Other competitors are working towards commercializing autonomous driving technology and either by themselves, or with a publicly announced partner, have substantial financial, marketing, R&D and other resources. Some of Cepton’s customers in the autonomous vehicle and ADAS markets have announced development efforts or made acquisitions directed at creating their own lidar-based or other sensing technologies, which would compete with Cepton’s solutions. In markets outside of the automotive industry, its competitors, like Cepton, seek to develop new sensing applications across industries. Even in these emerging markets, Cepton faces substantial competition from numerous competitors seeking to prove the value of their technology.

Additionally, increased competition may result in pricing pressure and reduced margins and may impede Cepton’s ability to increase the sales of its products or cause it to lose market share, any of which will adversely affect its business, results of operations and financial condition.

The markets in which Cepton competes are characterized by rapid technological change, which requires it to continue to develop new products and product innovations and could adversely affect market adoption of its products.

While Cepton intends to invest substantial resources to remain on the forefront of technological development, continuing technological changes in sensing technology, lidar and the markets for these products, including the ADAS and autonomous driving industries, could adversely affect adoption of lidar and/or Cepton’s products, either generally or for particular applications. Cepton’s future success will depend upon its ability to develop and introduce a variety of new capabilities and innovations to its existing product offerings, as well as introduce a variety of new product offerings, to address the changing needs of the markets in which Cepton offers its products. Cepton is currently working on developing its directional lidar and perception software for both the Automotive and non-Automotive markets. Cepton cannot guarantee that such products will be released in a timely manner, or at all, or achieve market acceptance. For example, some of Cepton’s key suppliers were affected by the COVID-19 pandemic, which resulted in supply chain disruptions and a delay in customers’ orders and production schedules. These issues were largely resolved in the third quarter of 2020 but any delays in delivering new products that meet customer requirements could damage Cepton’s relationships with customers and lead them to seek alternative sources of supply.

In addition, Cepton’s success to date has been based on the delivery of its solutions to R&D programs in which developers are investing substantial capital to develop new systems. Cepton’s continued success relies on the success of the development phase of these customers as they expand their market share through the commercialization of new products. As ADAS and autonomous technology reaches the stage of large-scale commercialization, Cepton will be required to develop and deliver solutions at price points that enable wider and ultimately mass-market adoption.

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Delays in introducing products and innovations, the failure to choose correctly among technical alternatives or the failure to offer innovative products or configurations at competitive prices may cause existing and potential customers to purchase Cepton’s competitors’ products or turn to alternative sensing technology.

If Cepton is unable to devote adequate resources to develop products or cannot otherwise successfully develop products or system configurations that meet customer requirements on a timely basis or that remain competitive with technological alternatives, its products could lose market share, its revenue will decline, it may experience operating losses and its business and prospects will be adversely affected.

Developments in alternative technology may adversely affect the demand for Cepton’s lidar technology.

Significant developments in alternative technologies, such as cameras and radar, may materially and adversely affect Cepton’s business, prospects, financial condition and operating results in ways Cepton does not currently anticipate. Existing and other camera and radar technologies may emerge as customers’ preferred alternative to Cepton’s solutions. Any failure by Cepton to develop new or enhanced technologies or processes, or to react to changes in existing technologies, could materially delay Cepton’s development and introduction of new and enhanced products in the autonomous vehicle industry, which could result in the loss of competitiveness of Cepton’s lidar solutions, decreased revenue and a loss of market share to competitors. Cepton’s R&D efforts may not be sufficient to adapt to changes in technology. As technologies change, Cepton plans to upgrade or adapt its lidar solutions with the latest technology. However, Cepton’s solutions may not compete effectively with alternative systems if Cepton is not able to source and integrate the latest technology into its existing lidar solutions.

Because lidar is new in most of the markets Cepton is seeking to enter, forecasts of market growth and Cepton’s growth in this proxy statement/consent solicitation statement/prospectus may not materialize as anticipated.

Market opportunity estimates and growth forecasts included in this proxy statement/consent solicitation statement/prospectus are subject to significant uncertainty and are based on assumptions and estimates that may not materialize as anticipated. The forecasts and estimates in this proxy statement/consent solicitation statement/prospectus relating to the expected size and growth of the markets for lidar-based technology may prove to be inaccurate. Even if these markets experience the forecasted growth described in this proxy statement/consent solicitation statement/prospectus, Cepton may not grow its business at similar rates, or at all. Cepton’s future growth is subject to many factors, including market adoption of its products, which is subject to many risks and uncertainties. Accordingly, the forecasts and estimates of market size and growth described in this proxy statement/consent solicitation statement/prospectus, including Cepton’s estimates that the size of its total addressable market is expected to grow from approximately $19 billion in 2020 to $59 billion by 2030, should not be taken as indicative of Cepton’s future growth. In addition, these forecasts do not take into account the impact of the current global COVID-19 pandemic, and Cepton cannot assure you that these forecasts will not be materially and adversely affected as a result.

Cepton may need to raise additional capital in the future in order to execute its business plan, which may not be available on terms acceptable to Cepton, or at all.

In the future, Cepton may require additional capital to respond to technological advancements, competitive dynamics or technologies, customer demands, business opportunities, challenges, acquisitions or unforeseen circumstances and it may determine to engage in equity or debt financings or enter into credit facilities for other reasons. In order to further business relationships with current or potential customers or partners, Cepton may issue equity or equity-linked securities to such current or potential customers or partners. Cepton may not be able to timely secure additional debt or equity financing on favorable terms, or at all. If Cepton raises additional funds through the issuance of equity or convertible debt or other equity-linked securities or if it issues equity or equity-linked securities to current or potential customers to further business relationships, its existing stockholders could experience significant dilution. Any debt financing obtained by Cepton in the future could involve restrictive covenants relating to its capital raising activities and other financial and operational matters, which may make it more difficult for Cepton to obtain additional capital and to pursue business opportunities, including potential acquisitions. If Cepton is unable to obtain adequate financing or financing on terms satisfactory to Cepton, when Cepton requires it, Cepton’s ability to continue to grow or support its business and to respond to business challenges could be significantly limited. These same risks will apply to New Cepton following the closing of the Business Combination.

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If New Cepton fails to maintain an effective system of internal controls, its ability to produce timely and accurate financial statements or comply with applicable regulations could be adversely affected.

Following the closing of the Business Combination, New Cepton will carry out Cepton’s business and will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) and the rules and regulations of Nasdaq. Cepton expects that the requirements of these rules and regulations will continue to increase its legal, accounting and financial compliance costs, make some activities more difficult, time-consuming and costly, and place significant strain on its personnel, systems and resources.

The Sarbanes-Oxley Act requires, among other things, that Cepton maintain effective disclosure controls and procedures and internal control over financial reporting. Cepton is continuing to develop and refine its disclosure controls, internal control over financial reporting and other procedures that are designed to ensure that information required to be disclosed by it in the reports that it will file with the SEC is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to Cepton’s principal executive and financial officers.

Cepton’s current controls and any new controls that it develops may be inadequate because of changes in conditions in its business. Further, additional weaknesses in Cepton’s internal controls may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could adversely affect Cepton’s operating results or cause it to fail to meet its reporting obligations and may result in a restatement of Cepton’s financial statements for prior periods. Any failure to implement and maintain effective internal controls also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of Cepton’s internal control over financial reporting that it is required to include in its periodic reports Cepton will file with the SEC under Section 404 of the Sarbanes-Oxley Act. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in Cepton’s reported financial and other information.

In order to maintain and improve the effectiveness of its disclosure controls and procedures and internal control over financial reporting, Cepton has expended and anticipates that it will continue to expend significant resources, including accounting-related costs, and provide significant management oversight. Any failure to maintain the adequacy of its internal controls, or consequent inability to produce accurate financial statements on a timely basis, could increase Cepton’s operating costs and could materially and adversely affect its ability to operate its business. If Cepton’s internal controls are perceived as inadequate or that it is unable to produce timely or accurate financial statements, investors may lose confidence in Cepton’s operating results and the stock price of New Cepton could decline.

New Cepton’s independent registered public accounting firm is not required to formally attest to the effectiveness of its internal control over financial reporting until after New Cepton is no longer an emerging growth company. At such time, New Cepton’s independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which Cepton’s controls are documented, designed or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have a material and adverse effect on New Cepton’s business and operating results.

Changes in tax laws or exposure to additional income tax liabilities could affect Cepton’s future profitability.

Factors that could materially affect Cepton’s future effective tax rates include but are not limited to:

• changes in tax laws or the regulatory environment;

• changes in accounting and tax standards or practices;

• changes in the composition of operating income by tax jurisdiction; and

• Cepton’s operating results before taxes.

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Because Cepton does not have a long history of operating at its present scale and it has significant expansion plans, Cepton’s effective tax rate may fluctuate in the future. Future effective tax rates could be affected by operating losses in jurisdictions where no tax benefit can be recorded under GAAP, changes in the composition of earnings in countries with differing tax rates, changes in deferred tax assets and liabilities, or changes in tax laws.

On December 22, 2017, the Tax Cuts and Jobs Act of 2017 (the “Tax Act”), was signed into law making significant changes to the Internal Revenue Code of 1986, as amended (the “Code”). In particular, sweeping changes were made to the U.S. taxation of foreign operations. Changes include, but are not limited to, a permanent reduction to the corporate income tax rate, limiting interest deductions, adopting elements of a territorial tax system, assessing a repatriation tax or “toll-charge” on undistributed earnings and profits of U.S.-owned foreign corporations, and introducing certain anti-base erosion provisions, including a new minimum tax on global intangible low-taxed income and base erosion and anti-abuse tax. The new legislation had no effect on Cepton’s 2018 and 2019 or 2020 provision for income taxes because the Company incurred losses in the U.S. in these years, and the management set up a full valuation allowance against its U.S. federal and states deferred tax assets.

In addition to the impact of the Tax Act on Cepton’s federal taxes, the Tax Act may impact its taxation in other jurisdictions, including with respect to state income taxes. State legislatures have not had sufficient time to respond to the Tax Act. Accordingly, there is uncertainty as to how the laws will apply in the various state jurisdictions. Additionally, other foreign governing bodies may enact changes to their tax laws that could result in changes to Cepton’s global tax position and materially adversely affect its business, results of operations and financial condition. Additionally, the IRS and several foreign tax authorities have increasingly focused attention on intercompany transfer pricing with respect to sales of products and services and the use of intangibles. Tax authorities could disagree with Cepton’s future intercompany charges, cross-jurisdictional transfer pricing or other matters and assess additional taxes. If Cepton does not prevail in any such disagreements, its profitability may be affected.

There is substantial doubt about Cepton’s ability to continue as a going concern. Cepton will need additional financing to execute its business plan, to fund its operations and to continue as a going concern.

Based on the recurring losses from operations and negative cash flows from operating activities incurred since inception, the expectation of continuing operating losses in the future, and the need to raise additional capital to finance Cepton’s future operations, as of the issuance date of the condensed consolidated financial statements as of and for the nine months ended September 30, 2021, Cepton has concluded that there is substantial doubt about its ability to continue as a going concern within one year after the date that the financial statements are issued. If Cepton is required to raise additional funds by issuing equity securities, dilution to stockholders would result. Any equity securities issued may also provide for rights, preferences, or privileges senior to those of common stockholders. If Cepton raises funds by issuing debt securities, these debt securities would have rights, preferences, and privileges senior to those of common stockholders.

Cepton’s ability to use its net operating loss carryforwards and certain other tax attributes may be limited.

As of December 31, 2020, Cepton had $51.3 million of U.S. federal and $44.1 million of state net operating loss carryforwards available to reduce future taxable income. Of the $51.3 million in U.S. federal net operating loss carryforwards, $49.2 million will be carried forward indefinitely for U.S. federal tax purposes and $2.1 million will begin to expire in 2037. $44.1 million of Cepton’s U.S. state net operating loss carryforwards will begin to expire in 2037. It is possible that Cepton will not generate taxable income in time to use these net operating loss carryforwards before their expiration or at all. Under legislative changes made in December 2017, U.S. federal net operating losses incurred in 2018 and in future years may be carried forward indefinitely, but the deductibility of such net operating losses is limited. It is uncertain if and to what extent various states will conform to the newly enacted federal tax law. In addition, the federal and state net operating loss carryforwards and certain tax credits may be subject to significant limitations under Section 382 and Section 383 of the Code, respectively, and similar provisions of state law. Under those sections of the Code, if a corporation undergoes an “ownership change,” the corporation’s ability to use its pre-change net operating loss carryforwards and other pre-change attributes, such as research tax credits, to offset its post-change income or tax may be limited. In general, an “ownership change” will occur if there is a cumulative change in Cepton’s ownership by “5-percent shareholders” that exceeds 50 percentage points over a rolling three-year period. Similar rules may apply under state tax laws. Cepton has not yet undertaken an analysis of whether the Business Combination

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constitutes an “ownership change” for purposes of Section 382 and Section 383 of the Code. In addition, certain U.S. states have imposed additional limitations on the use of net operating loss carryforwards not otherwise imposed on the use of U.S. federal net operating loss carryforwards and may impose additional limitations in the future.

Cepton’s business depends substantially on the efforts of its co-founders, Dr. Jun Pei and Dr. Mark McCord, its executive officers and highly skilled personnel, and its operations may be severely disrupted if it lost their services.

Cepton is highly dependent on Dr. Jun Pei and Dr. Mark McCord, its co-founders and Chief Executive Officer (“CEO”) and Chief Technology Officer (“CTO”), respectively. Dr. Pei and Dr. McCord are deeply involved in Cepton’s business. The loss of Dr. Pei or Dr. McCord would adversely affect Cepton’s business because the loss could make it more difficult to, among other things, compete with other market participants, manage Cepton’s R&D activities and retain existing customers or cultivate new ones. Negative public perception of, or negative news related, to Dr. Pei or Dr. McCord may adversely affect Cepton’s brand, relationship with customers or standing in the industry.

Further, competition for highly-skilled personnel is often intense, especially in San Jose, California, where Cepton is headquartered, and Cepton may incur significant costs to attract highly-skilled personnel. Cepton may not be successful in attracting, integrating, or retaining qualified personnel to fulfill its current or future needs. Cepton has, from time-to-time, experienced, and it expects to continue to experience, difficulty in hiring and retaining highly skilled employees with appropriate qualifications. In addition, job candidates and existing employees often consider the value of the equity awards they receive in connection with their employment. If the perceived value of Cepton’s equity or equity awards declines, including those of New Cepton after the closing of the Business Combination, it may adversely affect Cepton’s ability to retain highly skilled employees. If Cepton fails to attract new personnel or fails to retain and motivate its current personnel, its business and future growth prospects could be adversely affected.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

We are subject to income taxes in the United States and other jurisdictions, and our tax liabilities will be subject to the allocation of expenses in differing jurisdictions. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:

• changes in the valuation of our deferred tax assets and liabilities;

• expected timing and amount of the release of any tax valuation allowances;

• tax effects of stock-based compensation;

• costs related to intercompany restructurings;

• changes in tax laws, regulations or interpretations thereof; or

• lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

In addition, we may be subject to audits of our income, sales and other transaction taxes by taxing authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

Cepton’s business has been and may continue to be materially and adversely affected by the current global COVID-19 pandemic or other health epidemics and outbreaks.

The ongoing COVID-19 pandemic as well as other possible health epidemics and outbreaks could result in a material adverse impact on Cepton’s or its customers’ business operations including reduction or suspension of operations in the U.S. or certain parts of the world. During the second and third quarters of 2020, we slowed our operating and capital spending with the expectation that our revenue would be impacted by the global pandemic. While we believe that the pandemic will act as a long-term catalyst for vehicle sales and wider adoption of ADAS programs, our overall growth rate during 2020 and 2021 has been impacted by the pandemic.

Cepton’s engineering and manufacturing operations, among others, cannot all be conducted in a remote working structure and often require on-site access to materials and equipment. Cepton has customers with international operations in varying industries. It also depends on suppliers and manufacturers worldwide. As a Silicon Valley based

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company, we were affected by the “shelter in place” order starting from the first quarter of 2020 until the second quarter of 2021. While the majority of our employees were able to work from home, some employees, especially manufacturing technicians, were not able to work from home. The “shelter in place” order delayed order fulfillment and revenue recognition during 2020 and the first half of 2021. Additionally, we continued to pay employees during the “shelter in place” order if they did not choose to take unpaid leave. Manufacturing and order fulfillment employees were able to return to work in the second quarter of 2020; however, the number of employees allowed on premises at one time was greatly reduced which also affected our ability to fulfill orders and recognize revenue. Additionally, some of our key suppliers were affected by the pandemic resulting in supply chain disruptions. These issues further delayed order fulfillment and revenue recognition but were largely resolved in the third quarter of 2020. Some customers have delayed orders and production schedules due to COVID-19.

Depending upon the duration of the ongoing COVID-19 pandemic and the associated business interruptions, Cepton’s customers, suppliers, manufacturers and partners may suspend or delay their engagement with Cepton, which could result in a material adverse effect on its financial condition. If the pandemic worsens, if the economic recovery is delayed or if there are further business interruptions or changes in customer purchasing behavior, Cepton’s business, results of operations and ability to raise capital may be materially and adversely affected. Cepton’s response to the COVID-19 pandemic may prove to be inadequate and it may be unable to continue its operations in the manner it had prior to the outbreak, and may endure interruptions, reputational harm, delays in its product development and shipments, all of which could have an adverse effect on its business, operating results, and financial condition. In addition, when the pandemic subsides, Cepton cannot assure you as to the timing of any economic recovery, which could continue to have a material adverse effect on its target markets and its business.

Cepton’s business is subject to the risks of earthquakes, fire, floods and other natural catastrophic events, global pandemics, and interruptions by man-made problems, such as terrorism. Material disruptions of Cepton’s business or information systems resulting from these events could adversely affect its operating results.

A significant natural disaster, such as an earthquake, fire, flood, hurricane or significant power outage or other similar events, such as infectious disease outbreaks or pandemic events, including the ongoing COVID-19 pandemic, could have an adverse effect on Cepton’s business and operating results. The ongoing COVID-19 pandemic may have the effect of heightening many of the other risks described in this “Risk Factors” section, such as the demand for Cepton’s products, its ability to achieve or maintain profitability and its ability to raise additional capital in the future. Cepton’s corporate headquarters and R&D and manufacturing base are located in California. Cepton is headquartered in the San Francisco Bay Area California, a region known for seismic activity. In addition, natural disasters, acts of terrorism or war could cause disruptions in Cepton’s remaining manufacturing operations, Cepton’s or its customers’ or channel partners’ businesses, Cepton’s suppliers’ or the economy as a whole. Cepton also relies on information technology systems to communicate among its workforce and with third parties. Any disruption to Cepton’s communications, whether caused by a natural disaster or by manmade problems, such as power disruptions, could adversely affect its business. Cepton does not have a formal disaster recovery plan or policy in place and does not currently require that its suppliers’ partners have such plans or policies in place. To the extent that any such disruptions result in delays or cancellations of orders or impede its suppliers’ ability to timely deliver product components, or the deployment of its products, Cepton’s business, operating results and financial condition would be adversely affected.

Interruption or failure of Cepton’s information technology and communications systems could impact Cepton’s ability to effectively provide its services.

Cepton plans to include in-vehicle services and functionality that utilize data connectivity to monitor performance and timely capture opportunities to enhance performance and functionality. The availability and effectiveness of Cepton’s services depend on the continued operation of information technology and communications systems. Cepton’s systems will be vulnerable to damage or interruption from, among others, physical theft, fire, terrorist attacks, natural disasters, power loss, war, telecommunications failures, viruses, denial or degradation of service attacks, ransomware, social engineering schemes, insider theft or misuse or other attempts to harm Cepton’s systems. Cepton utilizes reputable third-party service providers or vendors for all of its data other than its source code, and these providers could also be vulnerable to harms similar to those that could damage Cepton’s systems, including sabotage and intentional acts of vandalism causing potential disruptions. Some of Cepton’s systems will not be fully redundant, and Cepton’s disaster recovery planning cannot account for all eventualities. Any problems with Cepton’s third-party

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cloud hosting providers could result in lengthy interruptions in Cepton’s business. In addition, Cepton’s in-vehicle services and functionality are highly technical and complex technology which may contain errors or vulnerabilities that could result in interruptions in Cepton’s business or the failure of its systems.

Cepton is subject to cybersecurity risks to operational systems, security systems, infrastructure, integrated software in its lidar solutions and customer data processed by Cepton or third-party vendors or suppliers and any material failure, weakness, interruption, cyber event, incident or breach of security could prevent Cepton from effectively operating its business and subject it to regulatory actions or litigation.

Cepton is at risk for interruptions, outages and breaches of: operational systems, including business, financial, accounting, product development, data processing or production processes, owned by Cepton or its third-party vendors or suppliers; facility security systems, owned by Cepton or its third-party vendors or suppliers; in-product technology owned by Cepton or its third-party vendors or suppliers; the integrated software in Cepton’s lidar solutions; or customer or driver data that Cepton processes or its third-party vendors or suppliers process on its behalf. Such cyber incidents could materially disrupt operational systems; result in loss of intellectual property, trade secrets or other proprietary or competitively sensitive information; compromise certain information of customers, employees, suppliers, drivers or others; jeopardize the security of Cepton’s facilities; or affect the performance of in-product technology and the integrated software in Cepton’s lidar solutions. A cyber incident could be caused by disasters, insiders (through inadvertence or with malicious intent) or malicious third parties (including nation-states or nation-state supported actors) using sophisticated, targeted methods to circumvent firewalls, encryption and other security defenses, including hacking, fraud, trickery or other forms of deception. The techniques used by cyber attackers change frequently and may be difficult to detect for long periods of time. Although Cepton maintains information technology measures designed to protect itself against intellectual property theft, data breaches and other cyber incidents, such measures will require updates and improvements, and Cepton cannot guarantee that such measures will be adequate to detect, prevent or mitigate cyber incidents. The implementation, maintenance, segregation and improvement of these systems requires significant management time, support and cost. Moreover, there are inherent risks associated with developing, improving, expanding and updating current systems, including the disruption of Cepton’s data management, procurement, production execution, finance, supply chain and sales and service processes. These risks may affect Cepton’s ability to manage its data and inventory, procure parts or supplies or produce, sell, deliver and service its solutions, adequately protect its intellectual property or achieve and maintain compliance with, or realize available benefits under, applicable laws, regulations and contracts. Cepton cannot be sure that the systems upon which it relies, including those of its third-party vendors or suppliers, will be effectively implemented, maintained or expanded as planned. If Cepton does not successfully implement, maintain or expand these systems as planned, its operations may be disrupted, its ability to accurately and timely report its financial results could be impaired, and deficiencies may arise in its internal control over financial reporting, which may impact Cepton’s ability to certify its financial results. Moreover, Cepton’s proprietary information or intellectual property could be compromised or misappropriated and its reputation may be adversely affected. If these systems do not operate as Cepton expects them to, Cepton may be required to expend significant resources to make corrections or find alternative sources for performing these functions.

A significant cyber incident could impact production capability, harm Cepton’s reputation, cause Cepton to breach its contracts with other parties or subject Cepton to regulatory actions or litigation, any of which could materially affect Cepton’s business, prospects, financial condition and operating results. In addition, Cepton’s insurance coverage for cyber-attacks may not be sufficient to cover all the losses it may experience as a result of a cyber incident.

Legal and Regulatory Risks Related to Cepton’s Business

Cepton is subject to governmental export and import control laws and regulations. Cepton’s failure to comply with these laws and regulations could have an adverse effect on its business, prospects, financial condition and results of operations.

Cepton’s products and solutions are subject to export control and import laws and regulations, including the U.S. Export Administration Regulations, U.S. Customs regulations and various economic and trade sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Controls. U.S. export control laws and regulations and economic sanctions prohibit the shipment of certain products and services to U.S. embargoed or sanctioned countries, governments and persons. In addition, complying with export control and sanctions regulations for a particular sale may be time-consuming and result in the delay or loss of sales opportunities. Exports of Cepton’s

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products and technology must be made in compliance with these laws and regulations. If Cepton fails to comply with these laws and regulations, Cepton and certain of its employees could be subject to substantial civil or criminal penalties, including the possible loss of export or import privileges, fines, which may be imposed on Cepton and responsible employees or managers and, in extreme cases, the incarceration of responsible employees or managers.

Changes to trade policy, tariffs and import/export regulations may have a material adverse effect on Cepton’s business, financial condition and results of operations.

Changes in global political, regulatory and economic conditions or in laws and policies governing foreign trade, manufacturing, development and investment in the territories or countries where Cepton may purchase its components, sells its products or conducts its business could adversely affect Cepton’s business. The U.S. has recently instituted or proposed changes in trade policies that include the negotiation or termination of trade agreements, the imposition of higher tariffs on imports into the U.S., economic sanctions on individuals, corporations or countries, and other government regulations affecting trade between the U.S. and other countries where Cepton conducts its business. A number of other nations have proposed or instituted similar measures directed at trade with the United States in response. As a result of these developments, there may be greater restrictions and economic disincentives on international trade that could adversely affect Cepton’s business. For example, such changes could adversely affect the Automotive market, Cepton’s ability to access key components or raw materials needed to manufacture its products (including, but not limited to, rare-earth metals), Cepton’s ability to sell its products to customers outside of the U.S. and the demand for its products. It may be time-consuming and expensive for Cepton to alter its business operations to adapt to or comply with any such changes, and any failure to do so could have a material adverse effect on its business, financial condition and results of operations.

Cepton has in the past and may become involved in legal and regulatory proceedings and commercial or contractual disputes, which could have an adverse effect on its profitability and consolidated financial position.

Cepton may be, from time to time, involved in litigation, regulatory proceedings and commercial or contractual disputes that may be significant. These matters may include, without limitation, disputes with Cepton’s suppliers and customers, intellectual property claims, stockholder litigation, government investigations, class action lawsuits, personal injury claims, environmental issues, customs and value-added tax disputes and employment and tax issues. In addition, Cepton could face in the future a variety of labor and employment claims against it, which could include but is not limited to general discrimination, wage and hour, privacy, ERISA or disability claims. In such matters, government agencies or private parties may seek to recover from Cepton very large, indeterminate amounts in penalties or monetary damages (including, in some cases, treble or punitive damages) or seek to limit Cepton’s operations in some way. These types of lawsuits could require significant management time and attention or could involve substantial legal liability, adverse regulatory outcomes, and/or substantial expenses to defend. Often these cases raise complex factual and legal issues and create risks and uncertainties. No assurances can be given that any proceedings and claims will not have a material adverse impact on Cepton’s operating results and consolidated financial position or that its established reserves or its available insurance will mitigate this impact.

Cepton is subject to, and must remain in compliance with, numerous laws and governmental regulations across various jurisdictions concerning the manufacturing, use, distribution and sale of its products. Some of Cepton’s customers also require that it comply with their own unique requirements relating to these matters. These could impose substantial costs upon Cepton and materially impact our ability to fulfil certain business opportunities.

Cepton manufactures and sells products that contain electronic components, and such components may contain materials that are subject to government regulation in both the locations where Cepton manufactures and assembles its products, as well as the locations where Cepton sells its products. For example, certain regulations limit the use of lead in electronic components. Since Cepton operates on a global basis, this is a complex process which requires continual monitoring of regulations and an ongoing compliance process to ensure that Cepton and its suppliers and distributors are in compliance with existing regulations in each market where it operates. If there is an unanticipated new regulation that significantly impacts Cepton’s use and sourcing of various components or requires more expensive components, that regulation could materially adversely affect its business, results of operations and financial condition by subjecting substantial costs upon Cepton and impeding its ability to fulfil certain business opportunities.

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Cepton’s products are used for autonomous driving and ADAS applications, which are subject to complicated regulatory schemes that vary from jurisdiction to jurisdiction. These are rapidly evolving areas where new regulations could impose limitations on the use of lidar generally or Cepton’s products specifically. If Cepton fails to adhere to these new regulations or fails to continually monitor the updates, it may be subject to litigation, loss of customers or negative publicity and its business, results of operations and financial condition will be adversely affected.

Cepton is subject to various environmental laws and regulations that could impose substantial costs upon Cepton.

Concerns over environmental pollution and climate change have produced significant legislative and regulatory efforts on a global basis, and Cepton believes this will continue both in scope and in the number of countries participating. In addition, as climate change issues become more prevalent, foreign, federal, state and local governments and Cepton’s customers have been responding to these issues. The increased focus on environmental sustainability may result in new regulations and customer requirements, or changes in current regulations and customer requirements, which could materially adversely impact Cepton’s business, results of operations and financial condition. If Cepton is unable to effectively manage real or perceived issues, including concerns about environmental impacts or similar matters, sentiments toward Cepton or its products could be negatively impacted, and its business, results of operations or financial condition could suffer.

Cepton’s operations are and will be subject to international, federal, state and local environmental laws and regulations, and such laws and regulations could directly increase the cost of energy, which may have an effect on the way Cepton manufactures products or utilizes energy to produce its products. In addition, any new regulations or laws in the environmental area might increase the cost of raw materials or key components Cepton uses in its products. Environmental regulations require Cepton to reduce product energy usage, monitor and exclude an expanding list of restricted substances and to participate in required recovery and recycling of its products. Environmental and health and safety laws and regulations can be complex, and Cepton has limited experience complying with them. Capital and operating expenses needed to comply with environmental laws and regulations can be significant, and violations may result in substantial fines and penalties, third-party damages, suspension of production or a cessation of Cepton’s operations.

Contamination at properties Cepton operates, Cepton formerly operated or to which hazardous substances were sent by Cepton, may result in liability for Cepton under environmental laws and regulations, including, but not limited to, the Comprehensive Environmental Response, Compensation and Liability Act, which can impose liability for the full amount of remediation-related costs without regard to fault, for the investigation and cleanup of contaminated soil and ground water, for building contamination and impacts to human health and for damages to natural resources. The costs of complying with environmental laws and regulations and any claims concerning noncompliance, or liability with respect to contamination in the future, could have a material adverse effect on Cepton’s financial condition or operating results. Cepton may face unexpected delays in obtaining the required permits and approvals in connection with its planned production facilities that could require significant time and financial resources and delay its ability to operate these facilities, which would adversely impact Cepton’s business, prospects, financial condition and operating results.

Cepton is subject to U.S. and foreign anti-corruption and anti-money laundering laws and regulations. Cepton can face criminal liability and other serious consequences for violations, which can harm its business.

Cepton is subject to the U.S. Foreign Corrupt Practices Act of 1977, as amended, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the USA PATRIOT Act and possibly other anti-bribery and anti-money laundering laws in countries in which Cepton conducts activities. Anti-corruption laws are interpreted broadly and prohibit companies and their employees, agents, contractors and other collaborators from authorizing, promising, offering or providing, directly or indirectly, improper payments or anything else of value to recipients in the public or private sector. Cepton can be held liable for the corrupt or other illegal activities of its employees, agents, contractors and other collaborators, even if Cepton does not explicitly authorize or have actual knowledge of such activities. Any violations of the laws and regulations described above may result in substantial civil and criminal fines and penalties, imprisonment, the loss of export or import privileges, debarment, tax reassessments, breach of contract and fraud litigation, reputational harm and other consequences.

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Cepton’s business may be adversely affected by changes in automotive and laser safety regulations or concerns that drive further regulation of the automotive and laser markets.

Government product safety regulations are an important factor for Cepton’s business. Historically, these regulations have imposed ever-more stringent safety regulations for vehicles and laser products. These safety regulations often require, or customers demand that, vehicles have more safety features per vehicle and more advanced safety products.

While Cepton believes increasing automotive and laser safety standards will present a market opportunity for its products, government safety regulations are subject to change based on a number of factors that are not within its control, including, among others, new scientific or technological data, adverse publicity regarding the industry recalls and safety risks of autonomous driving and ADAS, accidents involving its products, domestic and foreign political developments or considerations, and litigation relating to its products and its competitors’ products. Changes in automotive, lidar sensor and safety government regulations, especially in the autonomous driving and ADAS industries, could adversely affect Cepton’s business. If government priorities shift and Cepton is unable to adapt to changing regulations, its business may be materially and adversely affected.

Federal and local regulators impose more stringent compliance and reporting requirements in response to product recalls and safety issues in the automotive and laser industry. Cepton is subject to existing stringent requirements under the National Traffic and Motor Vehicle Safety Act of 1966 (the “Vehicle Safety Act”), including a duty to report, subject to strict timing requirements, safety defects with its products. The Vehicle Safety Act imposes potentially significant civil penalties for violations including the failure to comply with such reporting actions. Cepton is also subject to the existing U.S. Transportation Recall Enhancement, Accountability and Documentation Act (“TREAD”), which requires equipment manufacturers, such as Cepton, to comply with “Early Warning” requirements by reporting certain information to the NHTSA, such as information related to defects or reports of injury related to its products. TREAD imposes criminal liability for violating such requirements if a defect subsequently causes death or bodily injury. In addition, the National Traffic and Motor Vehicle Safety Act authorizes NHTSA to require a manufacturer to recall and repair vehicles that contain safety defects or fail to comply with U.S. federal motor vehicle safety standards. Sales into foreign countries may be subject to similar regulations. If Cepton cannot rapidly address any safety concerns or defects with its products, its business, results of operations and financial condition may be adversely affected.

The U.S. Department of Transportation issued regulations in 2016 that require manufacturers of certain autonomous vehicles to provide documentation covering specific topics to regulators, such as how automated systems detect objects on the road, how information is displayed to drivers, what cybersecurity measures are in place and the methods used to test the design and validation of autonomous driving systems. As cars that carry Cepton sensors go into production, the obligations of complying with safety regulations could increase and it could require increased resources and adversely affect Cepton’s business.

Autonomous and ADAS features may be delayed in adoption by OEMs, and Cepton’s business impacted, as additional safety requirements are imposed on vehicle manufacturers.

The ADAS market is fast evolving and there is generally a lack of an established regulatory framework. Vehicle regulators globally continue to consider new and enhanced emissions requirements, including electrification, to meet environmental and economic needs as well as pursue new safety standards to address emerging traffic risks. To control new vehicle prices, among other concerns, OEMs may need to dedicate technology and cost additions to new vehicle designs to meet these emissions and safety requirements and postpone the consumer cost pressures of new autonomous and ADAS features. As additional safety requirements are imposed on vehicle manufacturers, Cepton’s business may be materially impacted.

Cepton’s business may be adversely affected if it fails to comply with the regulatory requirements under the Federal Food, Drug, and Cosmetic or the Food and Drug Administration (the “FDA”).

As a lidar technology company, Cepton, as well as any potential collaborative partners such as distributors, are subject to the Electronic Product Radiation Control Provisions of the Federal Food, Drug, and Cosmetic Act. These requirements are enforced by the FDA. Electronic product radiation includes laser technology. Regulations governing these products are intended to protect the public from hazardous or unnecessary exposure. Manufacturers are required to certify in product labeling and reports to the FDA that their products comply with applicable performance standards as well as maintain manufacturing, testing, and distribution records for their products. Cepton’s, or any of its potential

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collaborative partners such as distributors’ failure to comply with these requirements could result in enforcement action by the FDA, which could require Cepton to cease distribution of its products, recall or remediate products already distributed to customers, or subject Cepton to FDA enforcement.

Cepton is subject to data privacy and cybersecurity risks to operational systems, security systems, infrastructure, integrated software in its lidar solutions and customer data processed by Cepton or third-party vendors or suppliers and any material failure, weakness, interruption, cyber event, incident or breach of security could prevent Cepton from effectively operating its business and subject it to regulatory actions or litigation.

Cepton’s current and potential future operations and sales subject it to laws and regulations addressing privacy and the collection, use, storage, disclosure, transfer and protection of a variety of types of data. For example, the European Commission has adopted the General Data Protection Regulation and California recently enacted the California Consumer Privacy Act of 2018, both of which provide for potentially material penalties for non-compliance. These regimes may, among other things, impose data security requirements, disclosure requirements, and restrictions on data collection, uses, and sharing that may impact Cepton’s operations and the development of its business. While, generally, Cepton does not have access to, collect, store, process, or share certain information collected by its solutions unless its customers choose to proactively provide such information to Cepton, Cepton’s products may evolve both to address potential customer requirements or to add new features and functionality. Therefore, the full impact of these privacy regimes on Cepton’s business is rapidly evolving across jurisdictions and remains uncertain at this time.

Cepton may also be affected by cyber-attacks and other means of gaining unauthorized access to its products, systems, and data. For instance, cyber criminals or insiders may target Cepton or third parties with which it has business relationships to obtain data, or in a manner that disrupts Cepton’s operations or compromises its products or the systems into which its products are integrated.

Cepton is assessing the continually evolving privacy and data security regimes and measures it believes are appropriate in response. Since these data security regimes are evolving, uncertain and complex, especially for a global business like Cepton’s, it may need to update or enhance its compliance measures as its products, markets and customer demands further develop, and these updates or enhancements may require implementation costs. In addition, Cepton may not be able to monitor and react to all developments in a timely manner. The compliance measures Cepton does adopt may prove ineffective. Any failure, or perceived failure, by Cepton to comply with current and future regulatory or customer-driven privacy, data protection, and information security requirements, or to prevent or mitigate security breaches, cyber-attacks, or improper access to, use of, or disclosure of data, or any security issues or cyber-attacks affecting Cepton, could result in significant liability, costs (including the costs of mitigation and recovery), and a material loss of revenue resulting from the adverse impact on its reputation and brand, loss of proprietary information and data, disruption to its business and relationships, and diminished ability to retain or attract customers and business partners. Such events may result in governmental enforcement actions and prosecutions, private litigation, fines and penalties or adverse publicity, and could cause customers and business partners to lose trust in Cepton, which could have an adverse effect on its reputation and business.

Regulations related to conflict minerals may cause Cepton to incur additional expenses and could limit the supply and increase the costs of certain metals used in the manufacturing of its products.

Cepton is subject to the requirements under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) that will require it to determine, disclose and report whether its products contain conflict minerals. The implementation of these requirements could adversely affect the sourcing, availability and pricing of the materials used in the manufacture of components used in Cepton’s products. In addition, Cepton will incur additional costs to comply with the disclosure requirements, including costs related to conducting diligence procedures to determine the sources of conflict minerals that may be used in or necessary to the production of its products and, if applicable, potential changes to products, processes or sources of supply as a consequence of such verification activities. It is also possible that its reputation may be adversely affected if Cepton determines that certain of its products contain minerals not determined to be conflict-free or if Cepton is unable to alter its products, processes or sources of supply to avoid use of such materials.

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Risks Related to Cepton’s Intellectual Property

Despite the actions Cepton is taking to defend and protect its intellectual property, Cepton may not be able to adequately protect or enforce its intellectual property rights or prevent unauthorized parties from copying or reverse engineering its solutions. Cepton’s efforts to protect and enforce its intellectual property rights and prevent third parties from violating its rights may be costly.

The success of Cepton’s products and its business depend in part on Cepton’s ability to obtain patents and other intellectual property rights and maintain adequate legal protection for its products in the United States and other international jurisdictions. Cepton relies on a combination of patent, service mark, trademark and trade secret laws, as well as confidentiality procedures and contractual restrictions, to establish and protect its proprietary rights, all of which provide only limited protection.

Cepton cannot assure you that any patents will be issued with respect to its currently pending patent applications or that any trademarks will be registered with respect to its currently pending applications in a manner that gives Cepton adequate defensive protection or competitive advantages, if at all, or that any patents issued to Cepton or any trademarks registered by it will not be challenged, invalidated or circumvented. Cepton has filed for patents and trademarks in the United States and in certain international jurisdictions, but such protections may not be available in all countries in which it operates or in which Cepton seeks to enforce its intellectual property rights, or may be difficult to enforce in practice. Cepton’s currently-issued patents and trademarks and any patents and trademarks that may be issued or registered, as applicable, in the future with respect to pending or future applications may not provide sufficiently broad protection or may not prove to be enforceable in actions against alleged infringers. Cepton’s foreign intellectual property portfolio is not as comprehensive as its U.S. intellectual property portfolio and may not protect its intellectual property in some countries where its products are sold or may be sold in the future. Cepton cannot be certain that the steps it has taken will prevent unauthorized use of its technology or the reverse engineering of its technology. Moreover, others may independently develop technologies that are competitive to Cepton or infringe Cepton’s intellectual property.

Protecting against the unauthorized use of Cepton’s intellectual property, products and other proprietary rights is expensive and difficult, particularly internationally. Cepton believes that its patents are foundational in the area of lidar products and intends to enforce the intellectual property portfolio it has built over the years. Unauthorized parties may attempt to copy or reverse engineer Cepton’s lidar technology or certain aspects of Cepton’s solutions that it considers proprietary. Litigation may be necessary in the future to enforce or defend Cepton’s intellectual property rights, to prevent unauthorized parties from copying or reverse engineering its solutions, to determine the validity and scope of the proprietary rights of others or to block the importation of infringing products into the United States.

Any such litigation, whether initiated by Cepton or a third party, could result in substantial costs and diversion of management resources, either of which could adversely affect Cepton’s business, operating results and financial condition. Even if it obtains favorable outcomes in litigation, Cepton may not be able to obtain adequate remedies, especially in the context of unauthorized parties copying or reverse engineering its solutions.

Further, many of Cepton’s current and potential competitors have the ability to dedicate substantially greater resources to defending intellectual property infringement claims and to enforcing their intellectual property rights than Cepton has. Attempts to enforce its rights against third parties could also provoke these third parties to assert their own intellectual property or other rights against Cepton or result in a holding that invalidates or narrows the scope of Cepton’s rights, in whole or in part. Effective patent, trademark, service mark, copyright and trade secret protection may not be available in every country in which Cepton’s products are available and competitors based in other countries may sell infringing products in one or more markets. Failure to adequately protect Cepton’s intellectual property rights could result in Cepton’s competitors offering similar products, potentially resulting in the loss of some of Cepton’s competitive advantage and a decrease in its revenue, which would adversely affect Cepton’s business, operating results, financial condition and prospects.

Third-party claims that Cepton is infringing intellectual property, whether successful or not, could subject it to costly and time-consuming litigation or expensive licenses, and its business could be adversely affected.

Although Cepton holds key patents related to its products, a number of companies, both within and outside of the lidar industry, hold other patents covering aspects of lidar products. In addition to these patents, participants in this industry typically also protect their technology, especially embedded software, through copyrights and trade secrets.

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As a result, there is frequent litigation based on allegations of infringement, misappropriation or other violations of intellectual property rights. Cepton has received, and in the future may receive, inquiries from other intellectual property holders and may become subject to claims that it infringes their intellectual property rights, particularly as Cepton expands its presence in the market, expands to new use cases and faces increasing competition. In addition, parties may claim that the names and branding of Cepton’s products infringe their trademark rights in certain countries or territories. If such a claim were to prevail, Cepton may have to change the names and branding of its products in the affected territories and it could incur other costs.

Cepton currently has a number of agreements in effect pursuant to which it has agreed to defend, indemnify and hold harmless its customers, suppliers, and channel partners and other partners from damages and costs which may arise from the infringement by Cepton’s products of third-party patents or other intellectual property rights. The scope of these indemnity obligations varies, but may, in some instances, include indemnification for damages and expenses, including attorneys’ fees. Cepton’s insurance may not cover all intellectual property infringement claims. A claim that its products infringe a third party’s intellectual property rights, even if untrue, could adversely affect Cepton’s relationships with its customers, may deter future customers from purchasing its products and could expose Cepton to costly litigation and settlement expenses. Even if Cepton is not a party to any litigation between a customer and a third party relating to infringement by its products, an adverse outcome in any such litigation could make it more difficult for Cepton to defend its products against intellectual property infringement claims in any subsequent litigation in which it is a named party. Any of these results could adversely affect Cepton’s brand and operating results.

Cepton may in the future need to initiate infringement claims or litigation in order to try to protect its intellectual property rights. In addition to litigation where Cepton is a plaintiff, Cepton’s defense of intellectual property rights claims brought against it or its customers, suppliers and channel partners, with or without merit, could be time-consuming, expensive to litigate or settle, divert management resources and attention and force Cepton to acquire intellectual property rights and licenses, which may involve substantial royalty or other payments and may not be available on acceptable terms or at all. Further, a party making such a claim, if successful, could secure a judgment that requires Cepton to pay substantial damages or obtain an injunction, and Cepton may also lose the opportunity to license its technology to others or to collect royalty payments. An adverse determination also could invalidate or narrow Cepton’s intellectual property rights and adversely affect its ability to offer its products to its customers and may require that Cepton procure or develop substitute products that do not infringe, which could require significant effort and expense. Any of these events could adversely affect Cepton’s business, reputation, operating results, financial condition and prospects.

Cepton’s intellectual property applications for registration may not issue or be registered, which may have a material adverse effect on Cepton’s ability to prevent others from commercially exploiting products similar to Cepton’s.

Cepton cannot be certain that it is the first inventor of the subject matter to which it has filed a particular patent application, or if it is the first party to file such a patent application. If another party has filed a patent application to the same subject matter as Cepton has, Cepton may not be entitled to the protection sought by the patent application. Cepton also cannot be certain whether the claims included in a patent application will ultimately be allowed in the applicable issued patent or the timing of any approval or grant of a patent application. Further, the scope of protection of issued patent claims is often difficult to determine. As a result, Cepton cannot be certain that the patent applications that it files will issue, or that its issued patents will afford protection against competitors with similar technology. In addition, Cepton’s competitors may design around Cepton’s issued patents, which may adversely affect Cepton’s business, prospects, financial condition and operating results.

In addition to patented technology, Cepton relies on its unpatented proprietary technology, trade secrets, designs, experiences, work flows, data, processes, software and know-how.

Cepton relies on proprietary information (such as trade secrets, designs, experiences, work flows, data, know-how and confidential information) to protect intellectual property that may not be patentable or subject to copyright, trademark, trade dress or service mark protection, or that Cepton believes is best protected by means that do not require public disclosure. Cepton generally seeks to protect this proprietary information by entering into confidentiality agreements, or consulting, services or employment agreements that contain non-disclosure and non-use provisions with its employees, consultants, contractors and third parties. However, Cepton may fail to enter into the necessary agreements, and even if entered into, these agreements may be breached or may otherwise fail to prevent disclosure, third-party infringement or misappropriation of its proprietary information, may be limited as

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to their term and may not provide an adequate remedy in the event of unauthorized disclosure or use of proprietary information. Cepton has limited control over the protection of trade secrets used by its current or future manufacturing partners and suppliers and could lose future trade secret protection if any unauthorized disclosure of such information occurs. In addition, Cepton’s proprietary information may otherwise become known or be independently developed by its competitors or other third parties. To the extent that its employees, consultants, contractors, advisors and other third parties use intellectual property owned by others in their work for Cepton, disputes may arise as to the rights in related or resulting know-how and inventions. Costly and time-consuming litigation could be necessary to enforce and determine the scope of Cepton’s proprietary rights, and failure to obtain or maintain protection for its proprietary information could adversely affect its competitive business position. Furthermore, laws regarding trade secret rights in certain markets where Cepton operates may afford little or no protection to its trade secrets.

Cepton also relies on physical and electronic security measures to protect its proprietary information, but it cannot provide assurance that these security measures will not be breached or provide adequate protection for its property. There is a risk that third parties may obtain and improperly utilize Cepton’s proprietary information to its competitive disadvantage. Cepton may not be able to detect or prevent the unauthorized use of such information or take appropriate and timely steps to enforce its intellectual property rights.

Cepton may be subject to damages resulting from claims that it or its current or former employees have wrongfully used or disclosed alleged trade secrets of its employees’ former employers. Cepton may be subject to damages if its current or former employees wrongfully use or disclose Cepton’s trade secrets.

Cepton may be subject to claims that it or its current or former employees have inadvertently or otherwise used or disclosed trade secrets or other proprietary information of a current or former employee’s former employers. Litigation may be necessary to defend against these claims. If Cepton fails in defending such claims, in addition to paying monetary damages, it may lose valuable intellectual property rights or personnel. A loss of key personnel or their work product could hamper or prevent Cepton’s ability to commercialize its products, which could severely harm its business. Even if Cepton is successful in defending against these claims, litigation could result in substantial costs and demand on management resources.

Risks Related to Being a Public Company

New Cepton will incur increased costs as a result of operating as a public company, and its management will devote substantial time to compliance with its public company responsibilities and corporate governance practices.

If Cepton completes the Business Combination and becomes a public company, it will incur significant legal, accounting and other expenses that it did not incur as a private company, and these expenses may increase even more after New Cepton is no longer an emerging growth company, as defined in Section 2(a) of the Securities Act. As a public company, New Cepton will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, and the Dodd-Frank Act, as well as rules adopted, and to be adopted, by the SEC and Nasdaq, and other applicable securities rules and regulations, which impose various requirements on public companies, including the establishment and maintenance of effective disclosure and financial controls and changes in corporate governance practices. Cepton’s management and other personnel will need to devote a substantial amount of time to these public company requirements. Moreover, Cepton expects these rules and regulations to substantially increase its legal and financial compliance costs and to make some activities more time-consuming and costly. The increased costs will increase Cepton’s net loss. Cepton may need to hire additional legal, accounting and financial staff with appropriate public company experience and technical accounting knowledge and maintain an internal audit function.

In addition, changing laws, regulations, and standards relating to corporate governance and public disclosure are creating uncertainty for public companies, increasing legal and financial compliance costs, and making some activities more time consuming. These laws, regulations, and standards are subject to varying interpretations and may evolve over time as new guidance is provided by regulatory and governing bodies. This could result in continuing uncertainty regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance practices. New Cepton intends to invest resources to comply with evolving laws, regulations, and standards, and this investment may result in increased general and administrative expenses and a diversion of management’s time and attention from revenue-generating activities to compliance activities. If New Cepton’s efforts to comply with new laws,

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regulations, and standards differ from the activities intended by regulatory or governing bodies due to ambiguities related to their application and practice, regulatory authorities may initiate legal proceedings against Cepton and its business may be adversely affected.

The rules and regulations applicable to public companies make it more expensive for New Cepton to obtain and maintain director and officer liability insurance, and New Cepton may be required to accept reduced coverage or incur substantially higher costs to obtain coverage. These factors could also make it more difficult for New Cepton to attract and retain qualified members of its board of directors, particularly to serve on New Cepton’s audit committee and compensation committee, and qualified executive officers.

Cepton cannot predict or estimate the amount or timing of additional costs it may incur to respond to these requirements. The impact of these requirements could also make it more difficult for Cepton to attract and retain qualified persons to serve on its board of directors, its board committees or as executive officers.

Cepton’s management team has limited experience managing a public company.

Most of the members of Cepton’s management team have limited to no experience managing a publicly traded company, interacting with public company investors and complying with the increasingly complex laws pertaining to public companies. Additionally, certain members of Cepton’s management team were recently hired, including Dr. Fu, who began serving as CFO in August 2020. Cepton’s management team has not worked together at prior companies that were publicly traded. Cepton’s management team may not successfully or efficiently manage their new roles and responsibilities. Cepton’s transition to being a public company subjects it to significant regulatory oversight and reporting obligations under the federal securities laws and the continuous scrutiny of securities analysts and investors. These new obligations and constituents will require significant attention from Cepton’s senior management and could divert their attention away from the day-to-day management of Cepton’s business, which could adversely affect Cepton’s business, financial condition, and operating results.

Risks Related to GCAC and the Business Combination

The ability of GCAC’s stockholders to exercise redemption rights with respect to a large number of GCAC’s shares may not allow GCAC to complete the Business Combination or optimize its capital structure.

If GCAC’s initial business combination with Cepton is unsuccessful, you would not receive your pro rata portion of the Trust Account until GCAC liquidates the Trust Account or consummates an alternative initial business combination or upon the occurrence of an Extension or certain other corporation actions as set forth in the GCAC Charter. If you are in need of immediate liquidity, you could attempt to sell your stock in the open market; however, at such time GCAC’s stock may trade at a discount to the pro rata amount per share in the Trust Account or there may be limited market demand at such time. In either situation, you may suffer a material loss on your investment or lose the benefit of funds expected in connection with GCAC’s redemption until GCAC liquidates, consummates an alternative initial business combination, effectuates an Extension or takes certain other actions set forth in the GCAC Charter or you are able to sell your stock in the open market.

GCAC did not seek an opinion from an unaffiliated third party as to the fair market value of Cepton or that the price it is paying for Cepton is fair to its stockholders from a financial point of view.

The GCAC Board did not obtain a third-party valuation or fairness opinion in connection with their determination to approve the Business Combination. GCAC is not required to obtain an opinion from an unaffiliated third party indicating that the price it is paying is fair to its stockholders from a financial point of view. In analyzing the Business Combination, GCAC’s Board and management conducted due diligence on Cepton and researched the industry in which Cepton operates and concluded that the Business Combination was in the best interest of its stockholders. Accordingly, GCAC’s stockholders will be relying solely on the judgment of the GCAC Board in determining the value of the Business Combination, and the GCAC Board may not have properly valued such business. The lack of third-party valuation or fairness opinion may also lead an increased number of stockholders to vote against the Business Combination or demand redemption of their shares in connection with the Business Combination, which could potentially impact GCAC’s ability to consummate the Business Combination.

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You may be unable to ascertain the merits or risks of Cepton’s operations.

If the Business Combination is consummated, New Cepton will be affected by numerous risks inherent in Cepton’s business operations. Although GCAC’s management has endeavored to evaluate the risks inherent in the proposed Business Combination with Cepton, GCAC cannot assure you that it can adequately ascertain or assess all of the significant risk factors. Furthermore, some of these risks may be outside of GCAC’s control. GCAC also cannot assure you that an investment in GCAC’s securities will not ultimately prove to be less favorable to investors in GCAC than a direct investment, if an opportunity were available, in Cepton. In addition, if GCAC’s stockholders do not believe that the prospects for the Business Combination are promising, a greater number of stockholders may exercise their redemption rights, which may make it difficult for GCAC to meet the Minimum Cash Condition or consummate the Business Combination.

There is no assurance that GCAC’s diligence will reveal all material risks that may present with regard to Cepton. Subsequent to the completion of the Business Combination, New Cepton may be required to take write-downs or write-offs, restructuring and impairment or other charges that could have a significant negative effect on its financial condition and its share price, which could cause you to lose some or all of your investment.

GCAC cannot assure you that the due diligence GCAC has conducted on Cepton will reveal all material issues that may be present with regard to Cepton, or that it would be possible to uncover all material issues through a customary amount of due diligence or that risks outside of GCAC’s control will not later arise. Cepton is aware that GCAC must complete the Business Combination by August 2, 2022 (or a later date approved by GCAC’s stockholders pursuant to the GCAC Charter). Consequently, Cepton may have obtained leverage over us in negotiating the Business Combination Agreement, knowing that if GCAC does not complete the Business Combination with Cepton, GCAC may not be able to complete an initial business combination with any other target business prior to such deadline. In addition, GCAC has had limited time to conduct due diligence. Cepton is a privately held company and GCAC therefore has made its decision to pursue a business combination with Cepton on the basis of limited information, which may result in a business combination that is not as profitable as expected, if at all. As a result of these factors, New Cepton may be forced to later write-down or write-off assets, restructure operations, or incur impairment or other charges that could result in reporting losses. Even if GCAC’s due diligence successfully identified certain risks, unexpected risks may arise and previously known risks may materialize in a manner not consistent with our preliminary risk analysis. Even though these charges may be non-cash items and would not have an immediate impact on GCAC’s liquidity, the fact that GCAC reports charges of this nature could contribute to negative market perceptions about GCAC or GCAC’s securities. Accordingly, any stockholders of GCAC who choose to remain stockholders of New Cepton following the Business Combination could suffer a reduction in the value of their shares. Such stockholders are unlikely to have a remedy for such reduction in value unless they are able to successfully claim that the reduction was due to the breach by GCAC’s officers or directors of a duty of care or other fiduciary duty owed by them to GCAC, or if they are able to successfully bring a private claim under securities laws that the proxy statement/consent solicitation statement/prospectus relating to the Business Combination contained an actionable material misstatement or material omission.

The unaudited pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements” may not be representative of New Cepton’s results if the Business Combination is consummated and accordingly, you will have limited financial information on which to evaluate the financial performance of New Cepton and your investment decision.

GCAC and Cepton currently operate as separate companies. GCAC has had no prior history as a combined entity and its operations have not previously been managed on a combined basis. The pro forma financial information is presented for informational purposes only and is not necessarily indicative of the financial position or results of operations that would have actually occurred had the Business Combination been completed at or as of the dates indicated, nor is it indicative of the future operating results or financial position of New Cepton. The pro forma statement of earnings does not reflect future nonrecurring charges resulting from the Business Combination. The unaudited pro forma financial information does not reflect future events that may occur after the Business Combination and does not consider potential impacts of current market conditions on revenues or expenses. The pro forma financial information included in the section entitled “Unaudited Pro Forma Condensed Combined Financial Statements” has been derived from GCAC’s and Cepton’s historical financial statements and certain adjustments and assumptions have been made

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regarding the combined organization after giving effect to the transaction. Differences between preliminary estimates in the pro forma financial information and the final acquisition accounting will occur and could have an adverse impact on the pro forma financial information and New Cepton’s financial position and future results of operations.

In addition, the assumptions used in preparing the pro forma financial information may not prove to be accurate and other factors may affect New Cepton’s financial condition or results of operations following the Closing. Any potential decline in New Cepton’s financial condition or results of operations may cause significant variations in the stock price of New Cepton.

GCAC may issue additional shares of common or preferred stock to complete the Business Combination or under the 2022 Plan after completion of the Business Combination, any one of which would dilute the interest of GCAC’s stockholders and likely present other risks.

The GCAC Charter authorizes the issuance of up to 100,000,000 shares of GCAC Class A common stock, 10,000,000 shares of GCAC Class B common stock, and 1,000,000 shares of preferred stock, par value $0.0001 per share. There are currently 82,750,000 authorized but unissued shares of GCAC Class A common stock available for issuance, which amount does not take into account shares reserved for issuance upon exercise of outstanding warrants. There are currently 5,687,500 authorized but unissued shares of GCAC Class B common stock available for issuance. There are currently no shares of preferred stock issued and outstanding. GCAC may issue a substantial number of additional shares of common or preferred stock to complete the initial business combination or under an employee incentive plan after completion of the Business Combination. However, the GCAC Charter provides, among other things, that prior to GCAC’s initial business combination, GCAC may not issue additional shares of capital stock that would entitle the holders thereof to (i) receive funds from the Trust Account or (ii) vote on any initial business combination. These provisions of the GCAC Charter, like all other provisions thereof, may be amended with a stockholder vote. GCAC’s executive officers and directors have agreed, pursuant to a written agreement with GCAC, that they will not propose any amendment to the GCAC Charter that would affect the substance or timing of GCAC’s obligation to redeem 100% of its public shares if GCAC does not complete the initial business combination by August 2, 2022 (as approved by GCAC’s stockholders pursuant to the GCAC Charter), unless GCAC provides its public stockholders with the opportunity to redeem their shares of GCAC Class A common stock upon approval of any such amendment at a per-share price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable and working capital released to GCAC), divided by the number of then outstanding public shares. The issuance of additional shares of common or preferred stock:

• may significantly dilute the equity interest of existing investors;

• may subordinate the rights of holders of common stock if preferred stock is issued with rights senior to those afforded GCAC’s common stock;

• could cause a change in control if a substantial number of common stock is issued, which may affect, among other things, GCAC’s ability to use its net operating loss carry forwards, if any, and could result in the resignation or removal of GCAC’s present officers and directors; and

• may adversely affect prevailing market prices for GCAC’s units, GCAC Class A common stock and/or warrants.

GCAC is dependent upon its executive officers and directors and their departure could adversely affect GCAC’s ability to operate and to consummate the initial business combination; GCAC’s executive officers and directors also allocate their time to other businesses, thereby causing potential conflicts of interest that could have a negative impact on GCAC’s ability to complete the initial business combination.

GCAC’s operations and its ability to consummate the initial business combination are dependent upon a relatively small group of individuals and, in particular, its executive officers and directors. GCAC believes that its success depends on the continued service of its executive officers and directors, at least until the completion of the business combination. GCAC does not have an employment agreement with, or key-man insurance on the life of, any of its directors or executive officers. The unexpected loss of the services of one or more of GCAC’s directors or executive officers could have a detrimental effect on GCAC and the ability to consummate the business combination. In addition, GCAC’s executive officers and directors are not required to commit any specified amount of time to its affairs and, accordingly, will have conflicts of interest in allocating management time among various business activities, including

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monitoring the due diligence and undertaking the other actions required in order to consummate the initial business combination. Each of GCAC’s executive officers is engaged in several other business endeavors for which he may be entitled to substantial compensation and GCAC’s directors also serve as officers and board members for other entities. If GCAC’s executive officers’ and directors’ other business affairs require them to devote substantial amounts of time to such affairs in excess of their current commitment levels, it could limit their ability to devote time to GCAC’s affairs which may have a negative impact on GCAC’s ability to consummate the initial business combination.

New Cepton’s ability to be successful following the Business Combination will depend upon the efforts of New Cepton’s board of directors and key personnel and the loss of such persons could negatively impact the operations and profitability of New Cepton’s post-combination business.

New Cepton’s ability to be successful following the Business Combination will be dependent upon the efforts of New Cepton’s board of directors and key personnel. GCAC cannot assure you that New Cepton’s board of directors and key personnel will be effective or successful or remain with New Cepton. In addition to the other challenges they will face, such individuals may be unfamiliar with the requirements of operating a public company, which could cause new Cepton’s management to have to expend time and resources helping them become familiar with such requirements.

It is estimated that, pursuant to the Business Combination Agreement, GCAC’s public stockholders will own less than 5% of the equity interests or assets of New Cepton and GCAC’s management will not be engaged in the management of New Cepton’s business. Accordingly, the future performance of New Cepton will depend upon the quality of the post-business combination board of directors, management and key personnel of New Cepton.

GCAC’s key personnel may negotiate employment or consulting agreements with New Cepton in connection with the Business Combination. These agreements may provide for them to receive compensation following the Business Combination and as a result, may cause them to have conflicts of interest in determining whether the Business Combination is advantageous.

GCAC’s key personnel may be able to remain with New Cepton after the completion of the Business Combination only if they are able to negotiate employment or consulting agreements in connection with the Business Combination. Such negotiations may take place prior to the consummation of the Business Combination and could provide for such individuals to receive compensation in the form of cash payments and/or securities of New Cepton for services they would render to New Cepton after the completion of the Business Combination. The personal and financial interests of such individuals may influence their motivation in connection with the consummation of the Business Combination. However, GCAC believes the ability of such individuals to remain with New Cepton after the completion of the Business Combination will not be the determining factor in GCAC’s decisions regarding the consummation of the Business Combination. There is no certainty, however, that any of GCAC’s key personnel will remain with New Cepton after the consummation of the Business Combination. GCAC cannot assure you that any of its key personnel will remain in senior management or advisory positions with the Combined Entity.

Because GCAC’s initial stockholders, executive officers and directors will lose their entire investment in GCAC if the Business Combination or an alternative business combination is not completed, and because GCAC’s sponsors, executive officers and directors will not be eligible to be reimbursed for their out-of-pocket expenses if the Business Combination is not completed, a conflict of interest may have arisen in determining whether Cepton was appropriate for GCAC’s initial business combination.

GCAC’s initial stockholders currently own 4,312,500 shares of GCAC Class B common stock. In addition, the Sponsor purchased an aggregate of 5,175,000 Private Placement Warrants, each exercisable for one share of GCAC Class A common stock at $11.50 per share, that will also be worthless if GCAC does not complete a business combination. The Founder shares are identical to the shares of GCAC Class A common stock. However, the holders have agreed (A) to vote any shares owned by them in favor of any proposed business combination and (B) not to redeem any shares in connection with a stockholder vote to approve a proposed initial business combination.

The personal and financial interests of GCAC’s executive officers and directors may have influenced their motivation in identifying and selecting a target business combination, completing an initial business combination and influencing the operation of the business following the initial business combination. At the closing of GCAC’s initial business combination, the Sponsor Group, executive officers and directors, or any of their respective affiliates, will be reimbursed for any out-of-pocket expenses incurred in connection with activities on GCAC’s behalf such as identifying potential target businesses and performing due diligence on suitable business combinations. In the

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event the Business Combination or an alternative business combination is completed, there is no cap or ceiling on the reimbursement of out-of-pocket expenses incurred in connection with activities on GCAC’s behalf. However, GCAC’s sponsors, executive officers and directors, or any of their respective affiliates will not be eligible for any such reimbursement if the Business Combination or an alternative business combination is not completed. Such financial interests of GCAC’s sponsors, executive officers and directors may have influenced their motivation in approving and completing the Business Combination.

Some of the GCAC and Cepton officers and directors may be argued to have conflicts of interest that may influence them to support or approve the Business Combination without regard to your interests.

Certain officers and directors of GCAC and Cepton participate in arrangements that may be argued to provide them with interests in the Business Combination that may be different from yours, including, among others, the continued service as an officer or director of New Cepton, severance benefits, equity grants, continued indemnification and the potential ability to sell an increased number of shares of common stock of New Cepton. If the Business Combination is not consummated and GCAC is forced to wind up, dissolve and liquidate in accordance with the GCAC Charter, the 4,312,500 shares of GCAC Class B common stock currently held by the Sponsor and GCAC’s directors and officers, which were initially acquired prior to the GCAC IPO by the initial stockholders for an aggregate purchase price of $25,000, will be worthless (as the holders have waived liquidation rights with respect to such shares). Such shares of GCAC Class A common stock had an aggregate market value of approximately $43.0 million based on the last sale price of $9.96 per share on Nasdaq on January 21, 2022. Accordingly, the Sponsor and GCAC’s current executive officers and directors, have interests that may be different from, or in addition to, your interests as a stockholder.

These interests, among others, may influence the officers and directors of GCAC and Cepton to support or approve the Business Combination. For more information concerning the interests of GCAC and Cepton executive officers and directors, see the sections entitled “The GCAC Business Combination Proposal — Interests of GCAC’s Initial Stockholders, Directors and Officers in the Business Combination” and “The Cepton Business Combination Proposal — Interests of Cepton Directors and Executive Officers in the Business Combination” in this proxy statement/consent solicitation statement/prospectus.

GCAC’s stockholders and Cepton’s stockholders may not realize a benefit from the Business Combination commensurate with the ownership dilution they will experience in connection with the Business Combination.

If New Cepton is unable to realize the full strategic and financial benefits currently anticipated from the Business Combination, GCAC’s stockholders and Cepton’s stockholders will have experienced substantial dilution of their ownership interests in their respective companies without receiving any commensurate benefit, or only receiving part of the commensurate benefit to the extent New Cepton is able to realize only part of the strategic and financial benefits currently anticipated from the Business Combination.

During the pendency of the Business Combination, GCAC and Cepton may not be able to enter into a business combination with another party because of restrictions in the Business Combination Agreement, which could adversely affect their respective businesses. Furthermore, certain provisions of the Business Combination Agreement may discourage third parties from submitting alternative takeover proposals, including proposals that may be superior to the arrangements contemplated by the Business Combination Agreement.

Covenants in the Business Combination Agreement impede the ability of GCAC and Cepton to make acquisitions or complete other transactions that are not in the ordinary course of business pending completion of the Business Combination. As a result, if the Business Combination is not completed, the parties may be at a disadvantage to their competitors during that period. In addition, while the Business Combination Agreement is in effect, each party is generally prohibited from soliciting, initiating, encouraging or entering into certain extraordinary transactions, such as a merger, sale of assets or other business combination outside the ordinary course of business, with any third party. Any such transactions could be favorable to such party’s stockholders.

If the conditions to the Business Combination are not met, the Business Combination may not occur.

Even if the Business Combination is approved by the stockholders of GCAC (including each of the Required Approvals) and Cepton, specified conditions must be satisfied or waived to complete the Business Combination. These conditions are described in detail in the Business Combination Agreement and in addition to stockholder consent, include among other requirements, (i) receipt of requisite regulatory approvals and no law or order preventing the

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transactions, (ii) no pending litigation to enjoin or restrict the Closing, (iii) each party’s representations and warranties being true and correct as of the date of the Business Combination Agreement and as of the Closing (subject to Material Adverse Effect), (iv) each party complying in all material respects with its covenants and agreements, (v) no Material Adverse Effect with respect to a party since the date of the Business Combination Agreement which remains continuing and uncured, and (vi) GCAC meeting the Minimum Cash Condition requirement of $58.5 million in cash and cash equivalents at the Closing, after the redemption of GCAC public stockholders and payment of GCAC and Cepton expenses, and GCAC’s other liabilities due as of the Closing, but excluding, for the avoidance of doubt, cash held by Cepton as of the Closing. See “The Business Combination Agreement and Related Agreements — Business Combination Agreement — Conditions to Consummation of the Business Combination” below for a more complete summary. GCAC and Cepton cannot assure you that all of the conditions will be satisfied. If the conditions are not satisfied or waived, the Business Combination will not occur, or will be delayed and such delay may cause GCAC and Cepton to each lose some or all of the intended benefits of the Business Combination. If the Business Combination does not occur, GCAC may not be able to find another potential candidate for its initial business combination prior to GCAC’s deadline (currently August 2, 2022), and GCAC will be required to liquidate.

Because Cepton will become a publicly traded company through a merger as opposed to an underwritten public offering, no underwriter has conducted due diligence in connection with the Business Combination.

In an underwritten public offering, underwriters typically conduct due diligence on the issuer in order to establish a due diligence defense against liability claims under federal securities laws. Because GCAC is already a publicly traded company, no underwriter has conducted due diligence in connection with the Business Combination. While sponsors, private investors and management in a business combination undertake a certain level of due diligence, it is not necessarily the same level of due diligence undertaken by an underwriter in an underwritten public offering and, therefore, there could be a heightened risk of an incorrect valuation of the business or material misstatements or omissions in this proxy statement/consent solicitation statement/prospectus.

We may amend the terms of the warrants in a manner that may be adverse to holders of public warrants with the approval by the holders of at least a majority of the then outstanding public warrants. As a result, the exercise price of your warrants could be increased, the exercise period could be shortened and the number of shares of our Class A common stock purchasable upon exercise of a warrant could be decreased, all without your approval.

Our warrants will be issued in registered form under a warrant agreement between Continental Stock Transfer & Trust Company, as warrant agent, and us. The warrant agreement provides that the terms of the warrants may be amended without the consent of any holder to cure any ambiguity or correct any defective provision, but requires the approval by the holders of at least a majority of the then outstanding public warrants to make any change that adversely affects the interests of the registered holders of public warrants. Accordingly, we may amend the terms of the public warrants in a manner adverse to a holder if holders of at least a majority of the then outstanding public warrants approve of such amendment. Although our ability to amend the terms of the public warrants with the consent of at least a majority of the then outstanding public warrants is unlimited, examples of such amendments could be amendments to, among other things, increase the exercise price of the warrants, convert the warrants into cash or stock, shorten the exercise period or decrease the number of shares of our Class A common stock purchasable upon exercise of a warrant.

New Cepton may redeem your unexpired Public Warrants prior to their exercise at a time that is disadvantageous to you, thereby making your Public Warrants worthless.

New Cepton will have the ability to redeem outstanding Public Warrants at any time after they become exercisable and prior to their expiration, at a price of $0.01 per warrant, provided that the last reported sales price of New Cepton common stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending on the third trading day prior to the date New Cepton gives notice of redemption. If and when the Public Warrants become redeemable by New Cepton, New Cepton may exercise its redemption right even if it is unable to register or qualify the underlying securities for sale under all applicable state securities laws. Redemption of the outstanding Public Warrants could force you (i) to exercise your Public Warrants and pay the exercise price therefor at a time when it may be disadvantageous for you to do so, (ii) to sell your Public Warrants at the then-current market price when you might otherwise wish to hold your Public Warrants or (iii) to accept the nominal redemption price which, at the time the outstanding Public Warrants are called for redemption, is likely to be substantially less than the market value of your Public Warrants. As of January 21, 2022, the sales price of the GCAC Class A Common Stock did not exceed the threshold that would allow New Cepton to redeem the Public Warrants. None of the Private Warrants will be redeemable by the Post-Combination Company so long as they are held by their initial purchasers or their permitted transferees.

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Risks Related to Ownership of New Cepton’s Shares

The GCAC Charter and the Amended and Restated Charter require, to the fullest extent permitted by law, that derivative actions brought in GCAC’s or New Cepton’s name, as applicable, against their respective directors, officers, other employees or stockholders for breach of fiduciary duty and other similar actions may be brought only in the Court of Chancery in the State of Delaware or, if the Court of Chancery does not have subject matter jurisdiction, in the federal district court of the State of Delaware. This exclusive forum provision may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with GCAC or New Cepton, as applicable, or any of their respective directors, officers, other employees or stockholders, which may discourage lawsuits with respect to such claims, although their respective stockholders will not be deemed to have waived their compliance with federal securities laws and the rules and regulations thereunder. However, there is no assurance that a court would enforce the choice of forum provision contained in the GCAC Charter and the Amended and Restated Charter. If a court were to find such provision to be inapplicable or unenforceable in an action, GCAC or New Cepton, as applicable, may incur additional costs associated with resolving such action in other jurisdictions, which could harm their business, operating results and financial condition.

The GCAC Charter and the Amended and Restated Charter provide that the exclusive forum provision will be applicable to the fullest extent permitted by applicable law. The Amended and Restated Charter also provides that to the fullest extent permitted by applicable law, the federal district courts of the United States will be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act.

The exclusive forum provision will not apply to suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder. As a result, federal courts will have exclusive jurisdiction over suits brought to enforce any duty or liability created by the Exchange Act or any other claim for which the federal courts have exclusive jurisdiction. Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder. Accordingly, both state and federal courts have jurisdiction to entertain such claims. As noted above, the Amended and Restated Charter provides that the federal district courts of the United States will be, to the fullest extent permitted by applicable law, the exclusive forum for the resolution of any complaint asserting a cause of action under the Securities Act. Due to the concurrent jurisdiction for federal and state courts created by Section 22 of the Securities Act over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder, there is uncertainty as to whether a court would enforce the exclusive form provision. Investors also cannot waive compliance with the federal securities laws and the rules and regulations thereunder.

Anti-takeover provisions contained in the Amended and Restated Charter and the Proposed Bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

The Amended and Restated Charter and the Proposed Bylaws contain provisions that could have the effect of delaying or preventing changes in control or changes in our management without the consent of our board of directors. These provisions include:

• no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect director candidates;

• the exclusive right of our board of directors to elect a director to fill a vacancy created by the expansion of the board of directors or the resignation, death, or removal of a director with or without cause by stockholders, which prevents stockholders from being able to fill vacancies on our board of directors;

• the ability of our board of directors to determine whether to issue shares of our preferred stock and to determine the price and other terms of those shares, including preferences and voting rights, without stockholder approval, which could be used to significantly dilute the ownership of a hostile acquirer;

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• a prohibition on stockholder action by written consent, which forces stockholder action to be taken at an annual or special meeting of our stockholders;

• the requirement that a special meeting of stockholders may be called only by the board of directors, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;

• limiting the liability of, and providing indemnification to, our directors and officers;

• controlling the procedures for the conduct and scheduling of stockholder meetings;

• providing for a staggered board, in which the members of the board of directors are divided into three classes to serve for a period of three years from the date of their respective appointment or election;

• granting the ability to remove directors with cause by the affirmative vote of 66 2∕3% in voting power of the outstanding shares of New Cepton common stock entitled to vote thereon;

• requiring the affirmative vote of at least 66 2∕3% of the voting power of the outstanding shares of capital stock of New Cepton entitled to vote generally in the election of directors, voting together as a single class, to amend the Proposed Bylaws or Articles V, VI, VII, VIII, IX and X of the Amended and Restated Charter; and

• advance notice procedures that stockholders must comply with in order to nominate candidates to New Cepton Board or to propose matters to be acted upon at a stockholders’ meeting, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of New Cepton.

These provisions, alone or together, could delay hostile takeovers and changes in control of New Cepton or changes in New Cepton Board and New Cepton’s management.

As a Delaware corporation, we are also subject to provisions of Delaware law, including Section 203 of the DGCL, which prevents some stockholders holding more than 15% of our outstanding common stock from engaging in certain business combinations without approval of the holders of substantially all of New Cepton common stock. Any provision of Amended and Restated Charter, the Proposed Bylaws or Delaware law that has the effect of delaying or deterring a change in control could limit the opportunity for our stockholders to receive a premium for their shares of New Cepton common stock and could also affect the price that some investors are willing to pay for New Cepton common stock. For more information, see the section of this proxy statement/consent solicitation statement/prospectus captioned “Description of Securities of GCAC — Certain Anti-Takeover Provisions of Delaware Law and the GCAC Charter and Bylaws.”

Claims for indemnification by New Cepton’s directors and officers may reduce New Cepton’s available funds to satisfy successful third-party claims against New Cepton and may reduce the amount of money available to New Cepton.

The Proposed Bylaws will provide that New Cepton will indemnify its directors and officers, in each case to the fullest extent permitted by Delaware law. In addition, as permitted by Section 145 of the DGCL, the Proposed Bylaws and its indemnification agreements that it will enter into with its directors and officers will provide that:

• New Cepton will indemnify its directors and officers for serving New Cepton in those capacities or for serving other business enterprises at its request, to the fullest extent permitted by Delaware law. Delaware law provides that a corporation may indemnify such person if such person acted in good faith and in a manner such person reasonably believed to be in or not opposed to the best interests of the registrant and, with respect to any criminal proceeding, had no reasonable cause to believe such person’s conduct was unlawful;

• New Cepton may, in its discretion, indemnify employees and agents in those circumstances where indemnification is permitted by applicable law;

• New Cepton will be required to advance expenses, as incurred, to its directors and officers in connection with defending a proceeding, except that such directors or officers shall undertake to repay such advances if it is ultimately determined that such person is not entitled to indemnification;

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• New Cepton will not be obligated pursuant to its Proposed Bylaws to indemnify a person with respect to proceedings initiated by that person against New Cepton or its other indemnitees, except with respect to proceedings authorized by its board of directors or brought to enforce a right to indemnification; and

• the rights conferred in the Proposed Bylaws are not exclusive, and New Cepton is authorized to enter into indemnification agreements with its directors, officers, employees and agents and to obtain insurance to indemnify such persons.

Following the consummation of the Business Combination, New Cepton’s only significant asset will be ownership of 100% of Cepton’s common stock, and New Cepton does not currently intend to pay dividends on New Cepton common stock and, consequently, your ability to achieve a return on your investment will depend on appreciation in the price of New Cepton common stock.

Following the consummation of the Business Combination, we will have no direct operations and no significant assets other than the ownership of 100% of Cepton’s common stock. We will depend on Cepton for distributions, loans and other payments to generate the funds necessary to meet our financial obligations, including our expenses as a publicly-traded company, and to pay any dividends with respect to our common stock. Applicable state law and contractual restrictions, including in agreements governing the future indebtedness of Cepton, as well as the financial condition and operating requirements of Cepton, may limit our ability to obtain cash from Cepton. Thus, we do not expect to pay cash dividends on New Cepton common stock. Any future dividend payments are within the absolute discretion of our board of directors and will depend on, among other things, our results of operations, working capital requirements, capital expenditure requirements, financial condition, level of indebtedness, contractual restrictions with respect to payment of dividends, business opportunities, anticipated cash needs, provisions of applicable law and other factors that our board of directors may deem relevant. As a result, you may not receive any return on an investment in New Cepton common stock) unless you sell those securities, as applicable, for a price greater than that which you paid for it. In addition, in the event that the board of directors and stockholders of New Cepton were to approve a sale of all of our common stock holdings of Cepton, your equity interest would be in a holding company with no material assets other than those assets and other consideration received in such transaction.

If, following the Business Combination, securities or industry analysts do not publish or cease publishing research or reports about New Cepton, its business, or its market, or if they change their recommendations regarding New Cepton’s securities adversely, the price and trading volume of New Cepton’s securities could decline.

The trading market for New Cepton’s securities will be influenced by the research and reports that industry or securities analysts may publish about New Cepton, its business, market or competitors. Securities and industry analysts do not currently, and may never, publish research on New Cepton. If no securities or industry analysts commence coverage of New Cepton, New Cepton’s share price and trading volume would likely be negatively impacted. If any of the analysts who may cover New Cepton change their recommendation regarding New Cepton common stock adversely, or provide more favorable relative recommendations about New Cepton’s competitors, the price of shares of New Cepton common stock would likely decline. If any analyst who may cover New Cepton were to cease coverage of New Cepton or fail to regularly publish reports on it, New Cepton could lose visibility in the financial markets, which in turn could cause its share price or trading volume to decline.

Provisions in the agreements governing our financing arrangements may result in cross-triggers in other of our financing arrangements that may discourage investments in our securities.

In connection with the initial public offering of GCAC’s securities and the consummation of the Business Combination, GCAC and Cepton have entered into various agreements governing our financing arrangements. These agreements include complex provisions that may result in cross-triggers in other of our financing arrangements. For example, the warrant agreement entered into between GCAC and Continental Stock Transfer & Trust Company provides that if:

• GCAC issues additional shares of common stock or equity-linked securities for capital raising purposes in connection with the closing of the Business Combination at an issue price or effective issue price of less than $9.20 per share,

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• the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of the Business Combination on the date of the consummation of the Business Combination (net of redemptions), and

• the Market Value is below $9.20 per share (collectively, an “issuance”),

then the exercise price of the warrants will be adjusted to be equal to 115% of the higher of the Market Value and the price at which GCAC issues the additional shares of common stock or equity-linked securities, and the $18.00 redemption trigger price will be adjusted to 180% of this amount. “Market Value” is defined as the volume weighted average reported trading price of the Common Stock for the twenty (20) trading days starting on the trading day prior to the date of the consummation of the Business Combination. As a result, if we were to participate in such an issuance, then the exercise price and redemption trigger adjustments in the warrants would be triggered. These types of provisions may discourage investments in our securities.

Future issuances of debt securities and equity securities may adversely affect us, including the market price of the GCAC Class A common stock and may be dilutive to existing stockholders.

In the future, we may incur debt or issue equity-ranking senior to the GCAC Class A common stock. Those securities will generally have priority upon liquidation. Such securities also may be governed by an indenture or other instrument containing covenants restricting its operating flexibility. Additionally, any convertible or exchangeable securities that we issue in the future may have rights, preferences and privileges more favorable than those of the GCAC Class A common stock. Because our decision to issue debt or equity in the future will depend on market conditions and other factors beyond our control, we cannot predict or estimate the amount, timing, nature or success of our future capital raising efforts. As a result, future capital raising efforts may reduce the market price of GCAC Class A common stock and be dilutive to existing stockholders.

In addition, GCAC has agreed to issue Lincoln Park (as defined below) 50,000 shares of New Cepton common stock as a commitment fee on the date of the closing of the Merger, and New Cepton is obligated to issue up to an additional 150,000 shares of New Cepton common stock as a commitment fee 180 days after the date of the closing of the Merger. Pursuant to the Purchase Agreement (as defined below), Lincoln Park has agreed to purchase from New Cepton a total of up to $100,000,000 of New Cepton common stock from time to time over a 36-month period. New Cepton generally has the right to control the timing and amount of any future sales of New Cepton common stock to Lincoln Park. Additional sales of New Cepton common stock, if any, to Lincoln Park will depend upon market conditions and other factors to be determined by New Cepton. New Cepton may ultimately decide to sell to Lincoln Park all, some or none of the shares of New Cepton common stock that may be available for New Cepton to sell pursuant to the Purchase Agreement. If and when New Cepton does sell shares of New Cepton common stock to Lincoln Park, after Lincoln Park has acquired such shares, Lincoln Park may resell all, some or none of such shares at any time or from time to time in its discretion, subject to compliance with securities laws. Therefore, sales to Lincoln Park by New Cepton could result in substantial dilution to the interests of other holders of its shares of New Cepton common stock. Additionally, the sale of a substantial number of shares of New Cepton common stock to Lincoln Park, or the anticipation of such sales, could make it more difficult for New Cepton to sell equity or equity-related securities in the future at a time and at a price that it might otherwise wish to effect sales.

There can be no assurance that New Cepton common stock that will be issued in connection with the Business Combination will be approved for listing on Nasdaq or, if approved, will continue to be so listed following the closing of the Business Combination, or that we will be able to comply with the continued listing standards of Nasdaq.

In connection with the closing of the Business Combination, we intend to list New Cepton common stock and warrants on Nasdaq under the symbols “CPTN” and “CPTNW,” respectively. New Cepton’s continued eligibility for listing may depend on the number of GCAC’s shares that are redeemed. If, after the Business Combination, Nasdaq delists New Cepton’s shares from trading on its exchange for failure to meet the listing standards, New Cepton and its stockholders could face significant material adverse consequences including, but not limited to:

• a limited availability of market quotations for New Cepton’s securities;

• reduced liquidity for New Cepton’s securities;

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• a determination that New Cepton common stock is a “penny stock” which will require brokers trading in New Cepton common stock to adhere to more stringent rules and possibly result in a reduced level of trading activity in the secondary trading market for New Cepton common stock;

• a limited amount of analyst coverage; and

• a decreased ability to issue additional securities or obtain additional financing in the future.

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Because New Cepton common stock and Public Warrants are listed on Nasdaq, they are covered securities. Although the states are preempted from regulating the sale of our securities, the federal statute does allow the states to investigate companies if there is a suspicion of fraud, and, if there is a finding of fraudulent activity, then the states can regulate or bar the sale of covered securities in a particular case. While we are not aware of a state, other than the State of Idaho, having used these powers to prohibit or restrict the sale of securities issued by blank check companies, certain state securities regulators view blank check companies unfavorably and might use these powers, or threaten to use these powers, to hinder the sale of securities of blank check companies in their states. Further, if New Cepton was no longer listed on Nasdaq, New Cepton’s securities would not be covered securities and New Cepton would be subject to regulation in each state in which New Cepton offers its securities.

An active market for New Cepton’s securities may not develop, which would adversely affect the liquidity and price of New Cepton’s securities.

The price of New Cepton’s securities may vary significantly due to factors specific to New Cepton as well as to general market or economic conditions. Furthermore, an active trading market for New Cepton’s securities may never develop or, if developed, it may not be sustained. Holders of New Cepton’s securities may be unable to sell their securities unless a market can be established and sustained.

The market price of New Cepton common stock may decline as a result of the Business Combination or other market factors.

If the perceived benefits of the Business Combination do not meet the expectations of investors or securities analysts, the market price of GCAC’s securities prior to the Closing may decline. The market values of New Cepton’s securities at the time of the Business Combination may vary significantly from their prices on the date the Business Combination Agreement was executed, the date of this proxy statement/consent solicitation statement/prospectus, or the date on which GCAC’s stockholders vote on the Business Combination.

In addition, following the Business Combination, fluctuations in the price of New Cepton’s securities could contribute to the loss of all or part of your investment. Prior to the Business Combination, there has not been a public market for Cepton common stock. Accordingly, the valuation ascribed to Cepton may not be indicative of the price that will prevail in the trading market following the Business Combination. If an active market for New Cepton’s securities develops and continues, the trading price of new Cepton’s securities following the Business Combination could be volatile and subject to wide fluctuations in response to various factors, some of which are beyond New Cepton’s control. Any of the factors listed below could have a material adverse effect on your investment in New Cepton’s securities and New Cepton’s securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of New Cepton’s securities may not recover and may experience a further decline.

The market price of New Cepton common stock may decline as a result of the Business Combination and for a number of other reasons including if:

• investors react negatively to the prospects of New Cepton’s business and the prospects of the Business Combination;

• the effect of the Business Combination on New Cepton’s business and prospects is not consistent with the expectations of financial or industry analysts;

• New Cepton does not achieve the perceived benefits of the Business Combination as rapidly or to the extent anticipated by financial or industry analysts;

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• actual or anticipated fluctuations in New Cepton’s quarterly financial results or the quarterly financial results of companies perceived to be similar to it;

• changes in the market’s expectations about New Cepton’s operating results;

• success of competitors;

• changes in financial estimates and recommendations by securities analysts concerning New Cepton or the transportation industry in general;

• operating and share price performance of other companies that investors deem comparable to New Cepton;

• New Cepton’s ability to market new and enhanced products and technologies on a timely basis;

• changes in laws and regulations affecting New Cepton’s business;

• New Cepton’s ability to meet compliance requirements;

• commencement of, or involvement in, litigation involving New Cepton;

• changes in New Cepton’s capital structure, such as future issuances of securities or the incurrence of additional debt;

• the volume of New Cepton’s shares of common stock available for public sale; or

• any major change in New Cepton’s Board or management.

Future sales, or the perception of future sales, by New Cepton or its stockholders in the public market following the Business Combination could cause the market price for New Cepton common stock to decline.

The sale of shares of New Cepton common stock in the public market, or the perception that such sales could occur, could harm the prevailing market price of shares of New Cepton common stock. These sales, or the possibility that these sales may occur, also might make it more difficult for New Cepton to sell equity securities in the future at a time and at a price that it deems appropriate.

Upon consummation of the Business Combination, it is currently expected that New Cepton will have a total of 169,532,956 shares of New Cepton common stock outstanding (exclude any outstanding Warrants and assuming 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). All shares currently held by GCAC public stockholders and all of the shares issued in the Business Combination to existing Cepton stockholders will be freely tradable without registration under the Securities Act, and without restriction by persons other than New Cepton’s “affiliates” (as defined under Rule 144 of the Securities Act, “Rule 144”), including New Cepton’s directors, executive officers and other affiliates.

In connection with the Business Combination, certain existing Cepton stockholders, who are expected to collectively own 142,020,456 shares of New Cepton common stock following the Business Combination (based on the above assumptions and Cepton’s current stock holdings), have agreed with GCAC, subject to certain exceptions, not to dispose of or hedge any of their shares of New Cepton common stock or securities convertible into or exchangeable for shares of New Cepton common stock during the period from the date of the Closing continuing through the earliest of: (i) the date that is one year from the Closing Date, (ii) the last trading day when the last reported sale price of New Cepton common stock equals or exceeds $12.00 per share (as adjusted for stock splits, stock dividends, reorganizations, recapitalizations and the like) for 20 trading days within any 30-trading day period commencing at least 60 days after the Closing Date, or (iii) such date on which New Cepton completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the New Cepton stockholders having the right to exchange their shares of New Cepton common stock for cash, securities or other property.

In addition, the shares of New Cepton common stock reserved for future issuance under the 2022 Plan will become eligible for sale in the public market once those shares are issued, subject to any applicable vesting requirements, lockup agreements and other restrictions imposed by law. Assuming the Business Combination Proposal

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and the Nasdaq Proposal are approved and subject to approval by stockholders, the proposed 2022 Plan will initially reserve up to a number of shares of New Cepton common stock equal to ten percent of the total number of issued and outstanding shares of New Cepton common stock immediately following the Closing of the Business Combination for issuance pursuant to awards granted in accordance with the terms of the 2022 Plan. (subject to reduction for certain stock options granted by Cepton prior to the closing and to increase each January during the term of the plan and to the extent awards granted by Cepton prior to the closing are terminated or forfeited, in each case as provided in the 2022 Plan). New Cepton is expected to file one or more registration statements on Form S-8 under the Securities Act to register shares of New Cepton common stock or securities convertible into or exchangeable for shares of New Cepton common stock issued pursuant to the 2022 Plan. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market. The initial registration statement on Form S-8 is expected to cover shares of New Cepton common stock.

In the future, New Cepton may also issue its securities in connection with investments or acquisitions. The amount of shares of New Cepton common stock issued in connection with an investment or acquisition could constitute a material portion of the then-outstanding shares of New Cepton common stock. Any issuance of additional securities in connection with investments or acquisitions may result in additional dilution to New Cepton stockholders.

New Cepton’s failure to meet the continued listing requirements of Nasdaq could result in a delisting of its Securities.

If, after listing, New Cepton fails to satisfy the continued listing requirements of Nasdaq such as the corporate governance requirements or the minimum closing bid price requirement, Nasdaq may take steps to delist its securities. Such a delisting would likely have a negative effect on the price of the securities and would impair your ability to sell or purchase the securities when you wish to do so. In the event of a delisting, New Cepton can provide no assurance that any action taken by it to restore compliance with listing requirements would allow its securities to become listed again, stabilize the market price or improve the liquidity of its securities, prevent its securities from dropping below the Nasdaq minimum bid price requirement or prevent future non-compliance with Nasdaq’s listing requirements. Additionally, if New Cepton’s securities are not listed on, or become delisted from, Nasdaq for any reason, and are quoted on the OTC Bulletin Board, an inter-dealer automated quotation system for equity securities that is not a national securities exchange, the liquidity and price of our securities may be more limited than if we were quoted or listed on Nasdaq or another national securities exchange. You may be unable to sell your securities unless a market can be established or sustained.

New Cepton will qualify as an “emerging growth company” as well as a smaller reporting company within the meaning of the Securities Act, and if New Cepton takes advantage of certain exemptions from disclosure requirements available to emerging growth companies or smaller reporting companies, this could make New Cepton’s securities less attractive to investors and may make it more difficult to compare New Cepton’s performance with other public companies.

Following the consummation of the Business Combination, New Cepton will qualify as an “emerging growth company” within the meaning of the Section 2(a)(19) of the Securities Act, as modified by the JOBS Act. As such, New Cepton may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies for as long as New Cepton continues to be an emerging growth company, including, but not limited to, (i) not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, (ii) reduced disclosure obligations regarding executive compensation in New Cepton’s periodic reports and proxy statements and (iii) exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, New Cepton’s stockholders may not have access to certain information they may deem important. New Cepton will remain an emerging growth company until the earliest of (i) the last day of the fiscal year in which the market value of New Cepton common stock that is held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter, (ii) the last day of the fiscal year in which New Cepton has total annual gross revenue of $1.07 billion or more during such fiscal year (as indexed for inflation), (iii) the date on which New Cepton has issued more than $1 billion in non-convertible debt in the prior three-year period or (iv) the last day of the fiscal year following the fifth anniversary of the date of the first sale of GCAC Class A common stock in the GCAC IPO. Investors may find New Cepton’s securities less attractive because New Cepton will rely on these exemptions. GCAC cannot predict whether investors will find New Cepton’s securities less attractive because it will rely on these exemptions. If some investors find New Cepton’s securities less attractive as a result of its reliance on these exemptions, the trading prices of New Cepton’s securities may be lower than they otherwise would be, there may be a less active trading market for its securities and the trading prices of its securities may be more volatile.

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Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such an election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of New Cepton’s financial statements with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Additionally, New Cepton will qualify as a “smaller reporting company” as defined in Item 10(f)(1) of Regulation S-K. Smaller reporting companies may take advantage of certain reduced disclosure obligations, including, among other things, providing only two years of audited financial statements. New Cepton will remain a smaller reporting company until the last day of the fiscal year in which (i) the market value of New Cepton common stock held by non-affiliates exceeds $250 million as of the end of that year’s second fiscal quarter, or (ii) its annual revenues exceeded $100 million during such completed fiscal year and the market value of New Cepton common stock held by non-affiliates exceeds $700 million as of the end of that year’s second fiscal quarter. To the extent New Cepton takes advantage of such reduced disclosure obligations, it may also make comparison of its financial statements with other public companies difficult or impossible.

The unaudited pro forma financial information included herein may not be indicative of what New Cepton’s actual financial position or results of operations would have been.

The unaudited pro forma financial information included herein is presented for illustrative purposes only and is not necessarily indicative of what New Cepton’s actual financial position or results of operations would have been had the Business Combination been completed on the dates indicated.

Risks Related to the Redemption

GCAC does not have a specified maximum redemption threshold. The absence of such a redemption threshold may make it possible for GCAC to complete the Business Combination with which a substantial majority of GCAC’s stockholders do not agree.

The GCAC Charter does not provide a specified maximum redemption threshold, except that GCAC will only redeem its public shares so long as (after such redemption) our net tangible assets will be at least $5,000,001 either immediately prior to or upon completion of its initial business combination (such that we are not subject to the SEC’s “penny stock” rules) or any greater net tangible asset or cash requirement which may be contained in the Business Combination Agreement. In the event the aggregate cash consideration GCAC would be required to pay for all shares of GCAC Class A common stock that are validly submitted for redemption plus any amount required to satisfy cash conditions pursuant to the terms of the Business Combination exceed the aggregate amount of cash available to GCAC, GCAC will not complete the Business Combination or redeem any shares, all shares of GCAC Class A common stock submitted for redemption will be returned to the holders thereof, and GCAC instead may search for an alternate business combination.

Public Stockholders will not have any rights or interests in funds from the Trust Account, except under certain limited circumstances. To liquidate their investment, therefore, Public Stockholders may be forced to sell their Public Shares or Public Warrants, potentially at a loss.

Public Stockholders will be entitled to receive funds from the Trust Account only upon the earliest to occur of: (i) GCAC’s completion of an initial business combination, and then only in connection with those shares of GCAC Class A common stock that such Public Stockholder properly elected to redeem, subject to the limitations described herein, (ii) the redemption of any Public Shares properly submitted in connection with a stockholder vote to amend the GCAC Charter (A) to modify the substance or timing of GCAC’s obligation to redeem 100% of the Public Shares if GCAC does not complete an initial business combination by August 2, 2022 or (B) with respect to any other provision relating to stockholders’ rights or pre-initial business combination activity and (iii) the redemption of the Public Shares

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if GCAC is unable to complete an initial business combination by August 2, 2022, subject to applicable law and as further described herein. In no other circumstances will a Public Stockholder have any right or interest of any kind in the Trust Account. Holders of Public Warrants will not have any right to the proceeds held in the Trust Account with respect to the Public Warrants. Accordingly, to liquidate their investment, Public Stockholders may be forced to sell their Public Shares or Public Warrants, potentially at a loss.

If a stockholder or a “group” of stockholders are deemed to hold in excess of 25% of the issued and outstanding shares of GCAC Class A common stock, such stockholder or group will lose the ability to redeem all such shares in excess of 25% of the issued and outstanding shares of GCAC Class A common stock.

The GCAC Charter provides that a Public Stockholder, individually or together with any affiliate of such stockholder or any other person with whom such stockholder is acting in concert or as a “group” (as defined under Section 13 of the Exchange Act), will be restricted from seeking redemption rights with respect to an aggregate of more than 25% of the shares of GCAC Class A common stock sold in the GCAC IPO without GCAC’s prior written consent (“Excess Shares”). The inability of a stockholder to redeem an aggregate of more than 25% of the shares of GCAC Class A common stock sold in the GCAC IPO will reduce its influence over GCAC’s ability to consummate its initial business combination and such stockholder could suffer a material loss on its investment in GCAC if it sells such excess shares in open market transactions. Additionally, stockholders will not receive redemption distributions with respect to the Excess Shares if GCAC consummates the Business Combination. As a result, stockholders will continue to hold that number of shares aggregating to more than 25% of the shares sold in GCAC IPO and, in order to dispose of such excess shares, would be required to sell its stock in open market transactions, potentially at a loss. We cannot assure stockholders that the value of such Excess Shares will appreciate over time following the Business Combination or that the market price of North America GCAC Class A common stock will exceed the per-share redemption price. Notwithstanding the foregoing, stockholders may challenge North America’s determination as to whether a stockholder is acting in concert or as a group with another stockholder in a court of competent jurisdiction.

However, GCAC stockholders’ ability to vote all of their shares (including such excess shares) for or against the Business Combination is not restricted by this limitation on redemption.

There is no guarantee that a stockholder’s decision whether to redeem its shares for a pro rata portion of the Trust Account will put the stockholder in a better future economic position.

We can give no assurance as to the price at which a stockholder may be able to sell its Public Shares in the future following the completion of the Business Combination or any alternative initial business combination. Certain events following the consummation of any initial business combination, including the Business Combination, may cause an increase in our share price, and may result in a lower value realized now than a stockholder of GCAC might realize in the future had the stockholder not redeemed its shares. Similarly, if a stockholder does not redeem its shares, the stockholder will bear the risk of ownership of the Public Shares after the consummation of any initial business combination, and there can be no assurance that a stockholder can sell its shares in the future for a greater amount than the redemption price set forth in this proxy statement/consent solicitation statement/prospectus. A stockholder should consult the stockholder’s own tax and/or financial advisor for assistance on how this may affect his, her or its individual situation.

Public Stockholders who wish to redeem their shares for a pro rata portion of the Trust Account must comply with specific requirements for redemption that may make it more difficult for them to exercise their redemption rights prior to the deadline. If stockholders fail to comply with the redemption requirements specified in this proxy statement/consent solicitation statement/prospectus, they will not be entitled to redeem their shares of GCAC Class A common stock for a pro rata portion of the funds held in the Trust Account.

Public Stockholders who wish to redeem their shares for a pro rata portion of the Trust Account must, among other things (i) submit a request in writing and (ii) tender their certificates to our transfer agent or deliver their shares to the transfer agent electronically through the DWAC system at least two business days prior to the GCAC Special Meeting. In order to obtain a physical stock certificate, a stockholder’s broker and/or clearing broker, DTC and our transfer agent will need to act to facilitate this request. It is our understanding that stockholders should generally allot at least two weeks to obtain physical certificates from the transfer agent. However, because we do not have any control over this process or over the brokers, which we refer to as “DTC,” it may take significantly longer than two weeks

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to obtain a physical stock certificate. If it takes longer than anticipated to obtain a physical certificate, stockholders who wish to redeem their shares may be unable to obtain physical certificates by the deadline for exercising their redemption rights and thus will be unable to redeem their shares.

Stockholders electing to redeem their shares will receive their pro rata portion of the Trust Account less Regulatory Withdrawals and franchise and income taxes payable, calculated as of two business days prior to the anticipated consummation of the Business Combination. Please see the section entitled “Special Meeting of GCAC Stockholders — Redemption Rights” for additional information on how to exercise your redemption rights.

If a stockholder fails to receive notice of GCAC’s offer to redeem the Public Shares in connection with the Business Combination, or fails to comply with the procedures for tendering its shares, such shares may not be redeemed.

GCAC will comply with the proxy rules when conducting redemptions in connection with the Business Combination. Despite GCAC’s compliance with these rules, if a stockholder fails to receive GCAC’s proxy materials, such stockholder may not become aware of the opportunity to redeem its shares. In addition, proxy materials that GCAC will furnish to holders of the Public Shares in connection with the Business Combination will describe the various procedures that must be complied with in order to validly tender or redeem Public Shares. For example, GCAC may require the Public Stockholders seeking to exercise their redemption rights, whether they are record holders or hold their shares in “street name,” to tender their certificates to GCAC’s transfer agent up to two business days prior to the vote on the proposal to approve the Business Combination, or to deliver their shares to the transfer agent electronically. In the event that a stockholder fails to comply with these or any other procedures, its shares may not be redeemed.

The future exercise of registration rights may adversely affect the market price of our common stock.

Certain of our stockholders will have registration rights for restricted securities. We are obligated to register certain securities, including all of the shares of GCAC Class B common stock held by our Sponsor, shares of New Cepton common stock received by certain significant Cepton stockholders as part of the Business Combination and the PIPE Shares. We are obligated to (i) file a resale “shelf” registration statement to register such securities (and any shares of New Cepton common stock into which they may be exercised following the consummation of the Business Combination) after filing an amendment to this proxy statement/consent solicitation statement/prospectus following the receipt of the first round of SEC comments and (ii) use reasonable best efforts to cause such registration statement to be declared effective by the SEC as soon as reasonably practicable concurrently with the consummation of the Business Combination. Sales of a substantial number of shares of New Cepton common stock pursuant to the resale registration statement in the public market could occur at any time the registration statement remains effective. In addition, certain registration rights holders can request underwritten offerings to sell their securities. These sales, or the perception in the market that the holders of a large number of shares intend to sell shares, could reduce the market price of New Cepton common stock.

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UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Introduction

GCAC is providing the following unaudited pro forma condensed combined financial information to aid you in your analysis of the financial aspects of the Business Combination. The following unaudited pro forma condensed combined financial information has been prepared in accordance with Article 11 of Regulation S-X as amended by the final rule, Release No. 33-10786 “Amendments to Financial Disclosures about Acquired and Disposed Businesses.”

GCAC is a blank check company formed under the laws of the State of Delaware on January 4, 2010 under the name PinstripesNYS, Inc., and subsequently submitted a registration statement under the name Growth Capital Acquisition Corp. on February 27, 2020 for the purpose of effecting a merger, capital stock exchange, asset acquisition, stock purchase, reorganization or similar business combination with one or more businesses.

Cepton provides state-of-the-art, intelligent, lidar-based solutions for a range of markets such as automotive (ADAS/AV), smart cities, smart spaces, and smart industrial applications. Cepton’s patented MMT®-based lidar technology enables reliable, scalable, and cost-effective solutions that deliver long range, high resolution 3D perception for smart applications.

• the merger of Merger Sub, the wholly owned subsidiary of GCAC, with and into Cepton, with Cepton as the surviving company;

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• the redesignation of GCAC’s outstanding 17,250,000 Public Shares (12,937,500 Public Shares assuming low redemptions, 4,312,500 Public Shares assuming high redemptions, and 0 Shares assuming maximum redemptions) and 4,312,500 Founder Shares as New Cepton common stock;

• the exercise of Cepton’s warrant for shares of Cepton common stock that will roll over into shares of New Cepton at the Per Share Stock Consideration Rate;

• the issuance of shares of New Cepton common stock as follows: 142,020,456 shares to stockholders of Cepton and 5,950,000 shares to the PIPE Investors; and

• the issuance of up to 13,000,000 Earnout Shares contingently issuable to holders of Cepton common stock based upon achievement of the Share Price Milestones. Share Price Milestones are met if the share price of New Cepton Common Stock equals or exceeds $15.00 per share (first Share Price Milestone) and/or $17.50 per share (second Share Price Milestone) for any 20 trading days within any consecutive 30-trading day period that occurs after the Closing, and on or prior to the three-year anniversary of the Closing. Upon achievement of the first Share Price Milestone, 7,000,000 Earnout Shares shall be deemed earned and issued and 6,000,000 Earnout Shares shall be deemed earned and issued upon achievement of the second Share Price Milestone. The Earnout Shares will not be issued if none of the Share Price Milestones are met as of the three-year anniversary of the Closing.

The historical financial information of GCAC was derived from the unaudited financial statements of GCAC as of and for the six months ended September 30, 2021 and from the audited financial statements for the year ended March 31, 2021 (as restated), included elsewhere in this proxy statement/consent solicitation statement/prospectus. The historical financial information of Cepton was derived from the unaudited consolidated financial statements of Cepton as of and for the nine months ended September 30, 2021; and from the audited consolidated financial statements for the year ended December 31, 2020, included elsewhere in this proxy statement/consent solicitation statement/prospectus. This information should be read together with GCAC’s and Cepton’s audited and unaudited financial statements and related notes, the sections titled “Other Information Related to GCAC — GCAC’s Management’s Discussion and Analysis of Financial Condition and Results of Operations,” and “Cepton’s Management’s Discussion and Analysis of Financial Condition and Results of Operations” and other financial information included elsewhere in this proxy statement/consent solicitation statement/prospectus.

The pro forma combined financial statements have been presented for informational purposes only and are not necessarily indicative of what Cepton’s and GCAC’s financial position or results of operations actually would have been had the transactions been completed as of the dates indicated. In addition, the pro forma data do not purport to project the future financial position or operating results of New Cepton. The actual financial position and results of operations may differ significantly from the pro forma amounts reflected herein due to a variety of factors.

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Accounting for the Business Combination

The Business Combination will be accounted for as a reverse recapitalization in accordance with GAAP. Under this method of accounting, GCAC, who is the legal acquirer, will be treated as the “acquired” company for financial reporting purposes and Cepton will be treated as the accounting acquirer. Cepton has been determined to be the accounting acquirer based on evaluation of the following facts and circumstances under the redemption scenarios:

• Cepton’s existing stockholders will have more than 80% of the voting interest of New Cepton under both the no redemption and maximum redemption scenarios;

• Cepton’s senior management will comprise the senior management of New Cepton;

• the directors nominated by Cepton will represent the majority of the board of directors of New Cepton;

• Cepton is the larger entity based on historical revenues and business operations;

• Cepton’s operations will comprise the ongoing operations of New Cepton; and

• New Cepton will assume Cepton’s name.

Accordingly, for accounting purposes, the Business Combination will be treated as the equivalent of a capital transaction in which Cepton is issuing stock for the net assets of GCAC. The net assets of GCAC will be stated at historical cost, with no goodwill or other intangible assets recorded. Operations prior to the Business Combination will be those of Cepton.

Basis of Pro Forma Presentation

Pursuant to GCAC’s Existing Charter, GCAC’s public stockholders may demand that GCAC redeem their shares of Class A common stock for cash if the Business Combination is consummated, irrespective of whether they vote for or against the Business Combination. If a public stockholder properly demands redemption of their shares, GCAC will redeem each share for cash equal to the public stockholder’s pro rata portion of the Trust Account, calculated as of two business days prior to the anticipated consummation of the Business Combination.

The unaudited pro forma condensed combined financial information has been prepared assuming four alternative levels of cash redemptions of GCAC’s common stock:

• Assuming No Redemptions: This presentation assumes that no GCAC public stockholders exercise redemption rights with respect to their Public Shares.

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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	100.0	%

Diluted Basis(1)	No Redemption	% Owned		Low Redemption	% Owned		High Redemption	% Owned		Maximum Redemption	% Owned
GCAC public shares	17,250,000	9.7	%	12,937,500	7.5	%	4,312,500	2.7	%	—	—	%
GCAC Founder Shares	4,312,500	2.4	%	4,312,500	2.5	%	4,312,500	2.6	%	4,312,500	2.7	%
GCAC shares issued in the merger	150,000,000	84.5	%	150,000,000	86.6	%	150,000,000	91.1	%	150,000,000	93.6	%
GCAC shares issued to PIPE Investors	5,950,000	3.4	%	5,950,000	3.4	%	5,950,000	3.6	%	5,950,000	3.7	%
Pro Forma common stock at September 30, 2021	177,512,500	100.0	%	173,200,000	100.0	%	164,575,000	100.0	%	160,262,500	100.0	%

The actual results will be within the parameters described by the four scenarios. However, there can be no assurance regarding which scenario will be closest to the actual results.

The following unaudited pro forma condensed combined balance sheet as of September 30, 2021 and the unaudited pro forma condensed combined statements of operation for the nine months ended September 30, 2021 and for the twelve months ended December 31, 2020 are based on the historical financial statements of GCAC and Cepton. The unaudited pro forma adjustments represent management’s estimates based on information available as of the date of these unaudited pro forma combined financial statements. The assumptions and estimates underlying the unaudited pro forma adjustments are described in the accompanying notes. Actual results may differ materially from the assumptions used to present the accompanying unaudited pro forma condensed combined financial information as additional information becomes available and analyses are performed. Certain amounts that appear in this section may not sum due to rounding.

____________

(1) Diluted Basis is equal to the issued and outstanding share basis plus the 7,979,544 vested Converted Options.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET
AS OF SEPTEMBER 30, 2021
(In thousands)

			Scenario 1 Assuming No Redemptions into Cash				Scenario 2 Assuming Low Redemptions into Cash				Scenario 3 Assuming High Redemptions into Cash				Scenario 4 Assuming Maximum Redemptions into Cash
	(A) Cepton	(B) GCAC	Pro Forma Adjustments			Pro Forma Balance Sheet	Pro Forma Adjustments			Pro Forma Balance Sheet	Pro Forma Adjustments			Pro Forma Balance Sheet	Pro Forma Adjustments			Pro Forma Balance Sheet
Assets
Current assets:
Cash and cash equivalents	7,655	239	172,516		(1)
			59,500		(2)		(43,125	)	(4)		(129,375	)	(4)		(172,500	)	(4)
			(36,043	)	(3)	203,867	1,100		(3)	161,842	3,100		(3)	77,592	4,200		(3)	35,567
Short-term investments	8,448	—				8,448				8,448				8,448				8,448
Accounts receivable	775	—				775				775				775				775
Inventories	2,840	—				2,840				2,840				2,840				2,840
Prepaid expenses and other current assets	5,547	46	(2,461	)	(3)	3,132				3,132				3,132				3,132
Total current assets	25,265	285	193,512			219,062	(42,025	)		177,037	(126,275	)		92,787	(168,300	)		50,762
Cash held in trust account	—	172,516	(172,516	)	(1)	—				—				—				—
Property and equipment, net	432	—				432				432				432				432
Other assets	373	—				373				373				373				373
Total assets	26,070	172,801	20,996			219,867	(42,025	)		177,842	(126,275	)		93,592	(168,300	)		51,567

Liabilities, convertible preferred stock, and stockholders’ equity
Current liabilities:
Accounts payable	2,143	—				2,143				2,143				2,143				2,143
Accrued expenses and other current liabilities	2,946	576	(1,617	)	(3)	1,905				1,905				1,905				1,905
Current portion of debt	—	—				—				—				—				—
Total current liabilities	5,089	576	(1,617	)		4,048	—			4,048	—			4,048	—			4,048

Other long-term liabilities	15	—				15				15				15				15
Warrant Liability	—	13,990	(8,711	)	(9)	5,279				5,279				5,279				5,279
Earnout Liability	—	—	9,780		(8)	9,780				9,780				9,780				9,780
Total liabilities	5,104	14,566	(548	)		19,122	—			19,122	—			19,122	—			19,122

Commitments and contingencies
Cepton convertible preferred stock(C)	99,470	—	(99,470	)	(7)	—				—				—				—
GCAC Class A common stock subject to possible redemption(C)	—	172,500	(172,500	)	(4)	—				—				—				—

Stockholders’ (deficit) equity																		—
GCAC preferred stock(C)	—	—	—			—				—				—				—
Cepton common stock(C)	—	—	—		(5)	—				—				—				—
GCAC Class A common stock(C)	—	—	1		(2)					—				—				—
			2		(4)					—				—				—
			15		(5)					—				—				—
			2		(7)	20	(1	)	(4)	19	(2	)	(4)	18	(2	)	(4)	18

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

AS OF SEPTEMBER 30, 2021 — (Continued)

(In thousands)

							Scenario 1 Assuming No Redemptions into Cash							Scenario 2 Assuming Low Redemptions into Cash							Scenario 3 Assuming High Redemptions into Cash							Scenario 4 Assuming Maximum Redemptions into Cash
	(A) Cepton			(B) GCAC			Pro Forma Adjustments				Pro Forma Balance Sheet			Pro Forma Adjustments				Pro Forma Balance Sheet			Pro Forma Adjustments				Pro Forma Balance Sheet			Pro Forma Adjustments				Pro Forma Balance Sheet
GCAC Class B common stock(C)		—			—			—																									—
Cepton Class F stock(C)		—			—			—																									—
Additional paid-in capital		6,155						59,499		(2), (5)																							—
								(30,600	)	(3)																							—
								(2,911	)	(3)																							—
								172,498		(4)																							—
								(15	)	(5)																							—
								(14,265	)	(6)																							—
								99,468		(7)																							—
								(9,780	)	(8)					1,100		(3)					2,900		(3)					3,900		(3)
								8,711		(9)		288,760			(43,124	)	(4)		246,736			(129,373	)	(4)		162,287			(172,498	)	(4)		120,162

Accumulated other comprehensive income (loss)		(40	)		—							(40	)						(40	)						(40	)						(40	)
Retained earnings (accumulated deficit)		(84,619	)		(14,265	)		14,265		(6)
								(3,376	)	(3)		(87,995	)		—		(3)		(87,995	)		200		(3)		(87,795	)		300		(3)		(87,695	)
Total stockholders’ (deficit) equity		(78,504	)		(14,265	)		293,514				200,745			(42,025	)			158,720			(126,275	)			74,470			(168,300	)			32,445
Total liabilities, convertible preferred stock, and stockholders’ (deficit) equity	$	26,070		$	172,801		$	20,996			$	219,867		$	(42,025	)		$	177,842		$	(126,275	)		$	93,592		$	(168,300	)		$	51,567

____________

(A) Obtained from the unaudited consolidated balance sheet of Cepton as of September 30, 2021.

(B) Obtained from the unaudited balance sheet of GCAC as of September 30, 2021.

(C) Authorized, issued and outstanding shares for each class of common stock and preferred stock as of September 30, 2021 and on a pro forma basis for each redemption scenario is as follows:

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	September 30, 2021			Scenario 1 Assuming No Redemptions into Cash			Scenario 2 Assuming Low Redemptions into Cash			Scenario 3 Assuming High Redemptions into Cash			Scenario 4 Assuming Maximum Redemptions into Cash
	Authorized	Issued	Outstanding	Authorized	Issued	Outstanding	Authorized	Issued	Outstanding	Authorized	Issued	Outstanding	Authorized	Issued	Outstanding
Cepton convertible preferred stock	22,806,009	21,671,491	21,671,491	—	—	—	—	—	—	—	—	—	—	—	—
Series A	8,000,000	8,000,000	8,000,000	—	—	—	—	—	—	—	—	—	—	—	—
Series B	4,069,600	4,069,600	4,069,600	—	—	—	—	—	—	—	—	—	—	—	—
Series B-1	3,272,475	3,272,475	3,272,475	—	—	—	—	—	—	—	—	—	—	—	—
Series C	7,463,934	6,329,416	6,329,416	—	—	—	—	—	—	—	—	—	—	—	—
Cepton common stock	75,000,000	27,507,253	27,507,253	—	—	—	—	—	—	—	—	—	—	—	—
Cepton Class F stock	8,402,000	8,372,143	8,372,143	—	—	—	—	—	—	—	—	—	—	—	—
GCAC preferred stock	1,000,000	—	—	5,000,000	—	—	5,000,000	—	—	5,000,000	—	—	5,000,000	—	—
GCAC Class A common stock subject to possible redemption	17,250,000	17,250,000	17,250,000	—	—	—	—	—	—	—	—	—	—	—	—
GCAC Class A common stock	100,000,000	—	—	350,000,000	169,532,956	169,532,956	350,000,000	165,220,456	165,220,456	350,000,000	156,595,456	156,595,456	350,000,000	152,282,956	152,282,956
GCAC Class B common stock	10,000,000	4,312,500	4,312,500	—	—	—	—	—	—	—	—	—	—	—	—

See accompanying notes to unaudited pro forma condensed combined financial information.

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UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2021
(In thousands, except per share amounts)

							Scenario 1 Assuming No Redemptions into Cash						Scenario 2 Assuming Low Redemptions into Cash					Scenario 3 Assuming High Redemptions into Cash					Scenario 4 Assuming Maximum Redemptions into Cash
	(A) Cepton			(B) GCAC			(C) Pro Forma Adjustments			Pro Forma Income Statement			(D) Pro Forma Adjustments		Pro Forma Income Statement			(E) Pro Forma Adjustments		Pro Forma Income Statement			(F) Pro Forma Adjustments		Pro Forma Income Statement
Lidar Sensor and Prototype Revenue	$	1,989		$	—		$	—		$	1,989		$	—	$	1,989		$	—	$	1,989			—	$	1,989
Development Revenue		1,235			—			—			1,235			—		1,235			—		1,235			—		1,235
Total Revenue		3,224			—			—			3,224			—		3,224			—		3,224			—		3,224

Lidar Sensor and Prototype Cost of Revenue		3,053			—			—			3,053			—		3,053			—		3,053			—		3,053
Development Cost of Revenue		3,104			—			—			3,104			—		3,104			—		3,104			—		3,104
Total Cost of Revenue		6,157			—			—			6,157			—		6,157			—		6,157			—		6,157
Gross Margin	$	(2,933)		$	—		$	—		$	(2,933)		$	—	$	(2,933)		$	—	$	(2,933)		$	—	$	(2,933)

Operating expenses
Research and development		14,593			—			—			14,593			—		14,593			—		14,593			—		14,593
Selling, general and administrative		9,992			1,177			—			11,169			—		11,169			—		11,169			—		11,169
Total operating expenses	$	24,585		$	1,177		$	—		$	25,762		$	—	$	25,762		$	—	$	25,762		$	—	$	25,762

Loss from operations	$	(27,518	)	$	(1,177	)	$	—		$	(28,695	)	$	—	$	(28,695	)	$	—	$	(28,695	)	$	—	$	(28,695	)

Income from investments held in Trust Account		—			18			(18	)		—			—		—			—		—			—		—

Other expense:
Warrant Transaction costs		—			(293	)		—			(293	)		—		(293