EX-FILING FEES 5 fs12022ex-fee_ceptoninca.htm FILING FEE TABLE

Exhibit 107

Calculation of Filing Fee Tables

 

Form S-1 

…………..

(Form Type)

 

Cepton, Inc.

……………………………………………………..

(Exact Name of Registrant as Specified in its Charter)

 

Table 1: Newly Registered and Carry Forward Securities

 

  Security
Type
Security
Class
Title
Fee
Calculation
or Carry
Forward Rule
Amount
Registered(1)
Proposed
Maximum
Offering
Price Per
Unit
Maximum
Aggregate
Offering
Price
Fee
Rate
Amount of
Registration
Fee
Carry
Forward
Form
Type
Carry
Forward
File
Number
Carry
Forward
Initial
effective
date
Filing Fee
Previously
Paid In
Connection
with
Unsold
Securities
to be
Carried
Forward
Newly Registered Securities
Fees to Be
Paid
Equity Common stock, par value $0.00001 per share(2) 457(c) 137,689,041 $9.18(3) $1,263,985,396.38 0.0000927 $117,171.45        
  Equity Warrants to purchase common stock(4) 457(g) 5,175,000 (5)        
  Equity Common stock, par value $0.00001 per share, underlying warrants(6) 457(g) 5,175,000 (5)        
  Equity Common stock, par value $0.00001 per share, underlying warrants(7) 457(g) 13,800,000 $11.50(8) $158,700,000 0.0000927 $14,711.49        
Carry Forward Securities
Carry
Forward
Securities
                       
  Total Offering Amounts   $1,422,685,396.38   $131,882.94        
  Total Fees Previously Paid              
  Total Fee Offsets       $131,862.55        
  Net Fee Due       $20.39(9)        

 

 

 

 

Table 2: Fee Offset Claims and Sources

 

  Registrant
or Filer
Name
Form
or
Filing
Type
File
Number
Initial
Filing
Date
Filing
Date
Fee Offset
Claimed
Security
Type
Associated
with Fee
Offset
Claimed
Security
Title
Associated
with Fee
Offset
Claimed
Unsold
Securities
Associated
with Fee
Offset
Claimed
Unsold
Aggregate
Offering
Amount
Associated
with Fee
Offset
Claimed
Fee Paid
with Fee
Offset
Source
Rules 457(b) and 0-11(a)(2)
Fee Offset
Claims
                     
Fee Offset
Sources
                     
Rule 457(p)
Fee Offset
Claims
Growth Capital Acquisition Corp. S-1 333-260728(9) 11/03/2021   $122,514.62 Equity Common stock, par value $0.0001 per share 133,094,138 $1,321,624,790  
  Growth Capital Acquisition Corp. S-1 333-260728(9) 11/03/2021   Equity Warrants to purchase common stock 5,175,000 (10)  
  Growth Capital Acquisition Corp. S-1 333-260728(9) 11/03/2021   Equity Common stock, par value $0.0001 per share, underlying warrants 5,175,000 —  (10)  
  Growth Capital Acquisition Corp. S-1 333-260728(9) 11/03/2021   $9,347.93 Equity Common stock, par value $0.0001 per share, underlying warrants 8,768,750 $100,840,625  
Fee Offset
Sources
Growth Capital Acquisition Corp. S-1 333-260728(9)   11/03/2021           $131,862.55
                       

 

 

(1)Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (“Securities Act”), there are also being registered an indeterminable number of additional securities as may be issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)The number of shares of common stock, par value $0.00001 per share (the “common stock”) being registered relates to the resale of up to: (i) 127,426,541 shares of common stock issued by the registrant as consideration in the Business Combination (as defined in the registration statement), (ii) 5,950,000 shares of common stock issued as PIPE Shares (as defined in the registration statement) issued immediately prior to the closing of the Business Combination; and (iii) 4,312,500 shares of common stock issuable upon conversion of Founder Shares (as defined in the registration statement).
(3)Estimated solely for the purpose of calculating the registration fee, based on the average of the high and low prices of the common stock on the Nasdaq Capital Market of The Nasdaq Stock Market LLC (“Nasdaq”) on February 9, 2022 (such date being within five business days of the date that this registration statement was filed with the United States Securities and Exchange Commission ). This calculation is in accordance with Rule 457(c) of the Securities Act.
(4)The number of warrants being registered relates to the resale of 5,175,000 Private Placement Warrants (as defined in the registration statement).
(5)In accordance with Rule 457(g), the entire registration fee for the warrants is allocated to the common stock underlying the warrants, and no separate fee is payable for the warrants.
(6)The number of shares underlying warrants being registered relates to the resale of 5,175,000 shares of common stock issuable upon the exercise of the Private Placement Warrants.
(7)The number of shares of common stock underlying warrants being registered relates to the issuance by the registrant of up to: (i) 8,625,000 shares of common stock that are issuable upon the exercise of 8,625,000 warrants originally issued in the registrant’s initial public offering; and (ii) 5,175,000 shares of common stock issuable upon the exercise of 5,175,000 Private Placement Warrants.
(8)Calculated pursuant to Rule 457(g) under the Securities Act, based on the exercise price of the warrants.
(9)The Registrant previously paid $131,862.55 in connection with the registration of such shares and warrants under a registration statement on Form S-1 (File No. 333-260728), which was withdrawn on November 8, 2021 prior to effectiveness. No securities were sold pursuant to such registration statement.
(10)In accordance with Rule 457(g), the entire registration fee for the warrants was allocated to the common stock underlying the warrants, and no separate fee was paid for the warrants.